Year 2018 - the most important data and events


The Energa Group closed 2018 with an EBITDA of nearly PLN 1.9 billion and net profit reached PLN 744 m. The company ensured itself a stable financial situation allowing for further investments and the title of RES leader among the main Polish energy companies.

The implementation of the optimal structure of the Energa Group has been completed, which has measurably translated into an increase in work efficiency and rationalisation of the manner in which financial resources are used. This was achieved by reducing the number of companies by half (from 44 to 22), implementing centralisation of the purchasing and IT processes or increasing the scope of tasks entrusted to the Group's employees, thus limiting the work of external subcontractors.

The 2018 results of Energa Group

The EBITDA of the Energa Group for the whole 2018 amounted to PLN 1,877 milion compared to 2,160 milion in the 2017 (13% change). The result in the unfavourable macroeconomic situation, should be perceived positive, as it remains on the similar level to the previous years.

The Distribution Business Line generated almost 91% of Energa Group's EBITDA (as compared to 80% in 2017). Line's EBITDA remained at a similar level y / y and amounted to PLN 1,704 million. A slight decrease in EBITDA occured mostly on the back of an increase in OPEX (pick-up in costs of employee benefits and right of way). Net profit amounted to PLN 647 million in 2018 compared to PLN 685 million in 2017 and its change resulted mainly from the change in EBIT. CAPEX in the Distribution Business Line amounted to PLN 1,368 million, PLN 117 million more than a year before.

EBITDA in the Sales Business Line was lower than in 2017. The deteriorated EBITDA yoy in the Sales Business Line resulted from the persisting high prices of electricity on the market and the occurrence of non-recurring events in 2017, in particular the reversal of impairment losses for receivables in dispute. Furthermore, PLN 136 m provision for onerous contracts in Energa Obrót SA was created and PLN 26 m of sanctions were imposed on the Sales Business Line in 2018 in connection with court proceedings for the declaration of invalidity of long-term green certificate purchase contracts.

EBITDA in the Generation Business Line decreased by PLN 69 m to PLN 329 m, mainly on the back of the growing cost of purchase of CO2 emission allowances resulting from higher market prices of emission allowances and a smaller pool of free emission allow-ances granted for 2018.

In 2018, the Group generated PLN 10,337 m in sales, 2% or PLN 197 m less than in 2017.

  • In 2018, the Group generated PLN 10,337 m in sales, 2% or PLN 197 m less than in 2017. The revenue of the Distribution Business Line decreased by PLN 272 m yoy, mostly due to a change in the presen-tation of the costs of the transitional charge – revenues were adjusted downwards for the value of the transitional charge previously presented as costs. The aforesaid change in presentation resulted in a considerable decline in the cost of sales.
  • Increased sales, on the other hand, were recorded in the Sales Business Line, Generation Business Line and Other Business Line. The strongest growth was seen in the Sales Business Line, driven mostly by higher electricity sales.

The operating profit in 2018 stood at PLN 1,176 m, in relation to PLN 1,210 m in 2017 (3% change).

  • The strongest contributor to the EBIT was a decision to reverse impairment losses, in particular on wind and photovoltaic assets in the Generation Business Line. The impairment losses reversed in 2018 totalled PLN 272 m.

The net income of the Group in 2018 was PLN 744 m, in relation to PLN 789 m in 2017.

The Group’s EBITDA in 2018 was PLN 1,877 m, vs. PLN 2,160 m in 2017 (a 13% change).

  • EBITDA in the Generation Business Line decreased by PLN 69 m to PLN 329 m, mainly on the back of the growing cost of purchase of CO2 emission allowances resulting from higher market prices of emission allowances and a smaller pool of free emission allow-ances granted for 2018.
  • The deteriorated EBITDA yoy in the Sales Business Line resulted from the persisting high prices of electricity on the market and the occurrence of non-recurring events in 2017, in particular the reversal of impairment losses for receivables in dispute. Furthermore, PLN 136 m provision for onerous contracts in Energa Obrót SA was created and PLN 26 m of sanctions were imposed on the Sales Business Line in 2018 in connection with court proceedings for the declaration of invalidity of long-term green certificate purchase contracts.
  • The EBITDA of the Distribution Business Line declined as well, mainly on the back of increased OPEX (increased costs of rights of way and employee benefits, to name just some).

Profitability and liquidity ratios

Material events in the reporting period

Zarząd ENERGA SA poinformował, iż w związku z wystąpieniem zmian w otoczeniu rynkowym, w szczególności wzrostu cen energii elektrycznej oraz zielonych certyfikatów, zostały zidentyfikowane przesłanki, które mogą skutkować odwróceniem odpisów z tytułu utraty wartości niektórych aktywów Grupy ENERGA. W wyniku przeprowadzonych testów na utratę wartości w II półroczu 2018 roku stwierdzono wzrost wartości odzyskiwalnej aktywów wiatrowych oraz fotowoltaicznych. W dniu 17 stycznia 2019 roku podjęta została decyzja o odwróceniu odpisów aktualizujących wartość aktywów wiatrowych oraz fotowoltaicznych w Linii Biznesowej Wytwarzania na łączną kwotę 145,4 mln zł. Szacowany wpływ odwrócenia ww. odpisów na skonsolidowany wynik netto Grupy ENERGA za 2018 rok wynosił 117,8 mln zł. Powyższa operacja ma charakter niegotówkowy. Poprawiła ona wynik operacyjny Grupy ENERGA bez wpływu na wynik EBITDA. Po uwzględnieniu odwrócenia odpisów, wartość księgowa farm wiatrowych oraz fotowoltaicznych w skonsolidowanym bilansie Grupy ENERGA wynosi 806 mln zł. Ostateczny wynik testów i wielkość odwrócenia odpisów zostały przedstawione w skonsolidowanym sprawozdaniu finansowym Grupy ENERGA za 2018 rok (raport bieżący nr 2/2019).

The Management Board of Energa SA (the “Issuer”) reports that it was informed on 29 December 2018 that the Extraordinary General Meeting of Elektrownia Ostrołęka Sp. z o.o. had passed a resolution on 28 December 2018 approving the issuance of a notice to proceed (NTP) with the construction of the 1000 MW Ostrołęka Power Plant C. Further, the Issuer reports that it was informed by the Management Board of the Company of a notice to proceed issued on 28 December 2018 by that Company for the construction of Ostrołęka Power Plant C to the general contractor, a Consortium of GE Power Sp. z o.o. as the Consortium Leader and AL-STOM Power Systems SAS (Current Report No. 56/2018).

The Management Board of Energa SA (the “Issuer”) reports that in connection with the positive outcome of the capacity market auction for Elektrownia Ostrołęka Sp. z o.o. (the “Company”) and financial support resulting from the conclusion of a 15-year conditional capacity agreement, and in view of its readiness to enter the next stage of the Ostrołęka Power Plant C project schedule, i.e. the Construction Phase, on 28 December 2018 Energa SA, Enea SA and Elektrownia Ostrołęka sp. z o.o. terminated the Investment Agreement of 8 December 2016, as amended by Amendment No. 1/2018 of 26 March 2018, between those entities, whose conclusion was communicated by the Issuer in its Current Reports No. 49/2016 dated 8 December 2016 and No. 12/2018 dated 26 March 2018, and signed a Memorandum of Under-standing with the intention to enter into a new investment agreement setting forth the terms of coopera-tion between the Issuer and ENEA SA and financing of Ostrołęka Power Plant C (the “Project”) during the construction phase. The Issuer and Enea SA declare their financial commitment for the Construction Phase, amounting to: Enea SA: PLN 1 billion, and Energa SA: no less than PLN 1 billion, and the other investors – the out-standing balance, as required to cover the financial expenditure under the Project, according to the financial model for the Project, which is to be finally agreed upon by the parties and which will also include the parties’ contributions to the Project made before the date of the Memorandum of Under-standing as well as the contributions of lenders and other investors. The lending necessary to complete the Construction Phase will be provided to the Company by lenders without breaching the covenants set forth in external financing agreements signed by the Issuer (Current Report No. 5/2018).

Main auction for 2021 - On 15 November 2018, as a result of the capacity market auction for 2021 (main auction), a capacity obligation totalling 977 MW was contracted for Energa Group units. The closing price of the auction ranged between 218.56 and 240.40 PLN/kW/year.

Main auction for 2022 - On 5 December 2018, as a result of the capacity market auction for 2022 (main auction), a capacity obligation totalling 442 MW was contracted for existing and DSR units (with a 1-year capacity contract) from the Energa Group. The closing price of the auction ranged between 195.28 and 219.66 PLN/kW/year (Current Reports No. 49/2018 and 50/2018/K).

Main auction for 2023 - On 21 December 2018, as a result of the capacity market auction for 2023 (main auction), a capacity obligation totalling 477 MW was contracted for existing and DSR units (with a 1-year capacity contract) from the Energa Group. The closing price of the auction ranged between 189.95 and 217.06 PLN/kW/year.

On 4 September 2018, the Management Board of Energa SA informed that a Memorandum of Under-standing had been signed between Energa SA, ENEA SA, Elektrownia Ostrołęka Sp. z o.o. (the “Com-pany”) and Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych Energia (the “Fund”) concerning the Fund’s capital investment (by subscribing for shares in the Company’s share capital) in a project implemented by the Company involving the preparation, construction and operation of a coal-fired power unit with a gross capacity of approx. 1,000 MW (the “MoU”, the “Project”). The Fund’s involvement in the Company depends on the fulfilment of a range of legal, corporate and financial conditions, which include the market situation. The Memorandum of Understanding is solely a commitment to negotiate in good faith for the conclusion of an investment agreement between the Fund, Energa SA, ENEA SA and the Company, or for the accession of the Fund to the existing investment agreement, the conclusion of which was reported by the Issuer in its Current Report No. 49/2016 dated 8 December 2016. The Memorandum of Understanding was valid from the day of signature to 30 No-vember 2018.

The Management Board of Energa SA reported on 18 July 2018 that it had been advised that a subsid-iary of Energa Obrót SA and one of the 22 wind farms sued by Energa Obrót SA had decided to settle all disputes regarding the invalidity of a contract for the sale of property rights in certificates of origin out of court. The parties to the settlement agreement acknowledged the dispute as definitively settled. The terms and conditions of the settlement are satisfactory to both parties and do not adversely affect the financial performance of Energa Obrót SA.

This is the third settlement between Energa Obrót SA and the sued wind farms. The total capacity of the facilities with which settlements have been concluded so far accounts for more than 31% of the total installed capacity of all the sued wind farms (Current Report No. 35/2018).

On 12 July 2018, the Management Board of Energa SA was informed that Elektrownia Ostrołęka Sp. z o.o. had signed, on that day, a Public Contract with the General Contractor: a Consortium of GE Power Sp. z o.o. as the Consortium Leader and Alstom Power Systems SAS, selected in a Contract award procedure conducted by the Company.

The subject of the Contract covers the design, construction and commissioning of a power unit together with auxiliary installations, equipped with a pulverised coal-fired boiler with a live steam pressure of 271 MPa and a closed cooling system, with a gross electricity production capacity of 1,000 MWe (931 MWe net) and a net efficiency of 46%, working on supercritical steam parameters, with a live steam temper-ature of 600oC and a re-heated steam temperature of 620oC (the “Investment Project”).

Pursuant to the Contract, the remuneration of the General Contractor for the performance of the Contract will be PLN 5,049,729,000.00 net of VAT or PLN 6,023,034,950.00 inclusive of VAT (Current Report No. 33/2018).

The Management Board of Energa SA was informed on 6 July 2018 that the Extraordinary General Meeting of Elektrownia Ostrołęka Sp. z o.o. had given its consent to the execution of a Public Contract with the General Contractor, i.e. a Consortium of GE Power Sp. z o.o. as the Consortium Leader and ALSTOM Power Systems SAS, selected in a competitive dialogue procedure for the award of a public utilities contract conducted by the Company for the project “Construction of Ostrołęka Power Plant C with a capacity of approximately 1,000 MW” (the “Contract”). The Company’s Articles of Association require that a consent to the execution of a public contract with a General Contractor must be given by way of a resolution passed by the General Meeting of the Company (Current Report No. 32/2018).

On 5 July 2018, the Management Board of Energa SA was informed about a resolution passed by the Issuer’s Supervisory Board, deciding how to vote at the Extraordinary General Meeting of Elektrownia Ostrołęka Sp. z o.o. to the effect that Energa SA would vote in favour support of adopting a resolution approving the conclusion by the Company of a Public Contract with the General Contractor: a Consor-tium of GE Power Sp. z o.o. as the Consortium Leader and ALSTOM Power Systems SAS, selected in a competitive dialogue procedure for the award of a public utilities contract: “Construction of Ostrołęka Power Plant C with a capacity of approximately 1,000 MW”.

Determination by the Issuer’s Supervisory Board on how to vote at the Company’s Extraordinary Gen-eral Meeting as well as the possible passing of that resolution by the Company’s Extraordinary General Meeting do not imply that consent has been given to the issue of a notice to proceed, as the issue of an NTP requires, inter alia, the prior consent of the Supervisory Board of the Issuer and the prior consent in principle granted by the General Meeting of the Issuer to proceed with the Construction Phase (Current Report No. 31/2018).

The Management Board of Energa SA informed that on 2 July 2018 Energa SA, as a shareholder in Elektrownia Ostrołęka Sp. z o.o., it had received a request from the Management Board of the Company for the approval of the conclusion of a Public Contract with the General Contractor, a Consortium of GE Power Sp. z o.o. as the Consortium Leader and ALSTOM Power Systems SAS, selected in a competi-tive dialogue procedure for the award of a public utilities contract conducted by the Company: “Con-struction of Ostrołęka Power Plant C with a capacity of approximately 1,000 MW”. The Management Board of the Company requested the Company’s General Meeting for consent to the execution of the Contract with the General Contractor, the Consortium of GE Power Sp. z o.o. as the Consortium Leader and Alstom Power System SAS, which offered to perform the Contract, with the parameters specified in the tender, for PLN 5,049,729,000.00 net of VAT (PLN 6,023,034,950.00 inclusive of VAT). The Company’s Articles of Association require that a consent to the execution of a public contract with a General Contractor must be given by way of a resolution passed by the General Meeting of the Com-pany. The General Meeting’s consent to the execution of a Public Contract with a General Contractor is con-ditional upon obtaining all other corporate approvals as required, including the consent the Supervisory Board of the Issuer.

Neither the request made by the Management Board of the Company to the General Meeting of the Company nor the passage (if any), by the General Meeting, of the requested resolution do imply that consent has been given to issue a notice to proceed (NTP), as the issue of an NTP re-quires, inter alia, the prior consent of the Supervisory Board of the Issuer and the prior consent in prin-ciple granted by the General Meeting of the Issuer to proceed with the Construction Phase.

It is estimated that the capital expenditures in connection with the conclusion of the Contract between the Contracting Entity and the General Contractor prior to the issue of the NTP will not exceed the equivalent of 4% of the contract price (Current Report No. 28/2018).

The Management Board of Energa SA informed that due to developments in the legislative environment, i.e. signing by the President of the Republic of Poland of the Act of 7 June 2018 on Amendments to the Act Amending the Renewable Energy Sources Act and Certain Other Acts, it had identified potential triggers for the reversal of impairment losses on certain assets of the Energa Group. Impairment testing carried out during the first six months of 2018 revealed an increase in the recoverable amount of wind farms. On 2 July 2018, a decision was made to reverse impairment losses on wind farms in the Generation Business Line, totalling PLN 116.6 m. The estimated effect of the reversal of the above impairment losses on the consolidated net results of operations of the Energa Group for 2018 is PLN 94.5 m. No cash flows were involved. This improved the operating result of the Energa Group without affecting its EBITDA. Adjusted for the reversal of the impairment losses, the carrying amount of wind farms in the consolidated balance sheet of the Energa Group at the end of H1 2018 amounted to PLN 664.36 m (Current Report No. 27/2018).

On 27 June 2018, the Ordinary General Meeting of Energa SA passed a resolution on the distribution of the net profit of PLN 106,601,622.10 for the financial year covering the period from 1 January 2017 to 31 December 2017, allocating the full amount to the supplementary capital (Current Report No. 25/2018).

Beforehand, on 16 May 2018, the Management Board of Energa SA reported that it had decided not to recommend the General Meeting of Energa SA to pay a dividend for the financial year ended 31 De-cember 2017. The entire net profit for 2017 amounting to PLN 106,601,622.10 would be transferred to supplementary capital.

The decision was dictated by the implementation of the “Strategy of the Energa Group for 2016-2025” (the “Strategy”) adopted on 15 November 2016 (Current Report No. 40/2016), whereby the dividend payment policy is adjusted to reflect the financial needs of the investment process.

However, the Management Board does not rule out the possibility of restoring the dividend payments, whose level would be determined by the implementation of the Strategy (Current Report No. 16/2018).

On 25 May 2018, the Supervisory Board expressed a positive opinion on the Management Board’s recommendation for the distribution of the Company’s net profit for 2017 (Current Report No. 18/2018).

On 8 June 2018, the Management Board of Energa SA reported that it had been advised that in three arbitration cases to declare the non-existence of legal relationships purportedly arising from the con-tracts for the sale of property rights in certificates of origin, the Arbitration Court of the Polish Chamber of Commerce in Warsaw had issued partial awards dismissing the claims of Energa Obrót SA (Current Report No. 22/2018).

On 13 June 2018, the Management Board of Energa SA reported that the potential effect of the arbitra-tion awards on the Issuer’s financial performance in 2018 was estimated at approx. PLN 16 m (Current Report No. 24/2018).

The Management Board of Energa SA reported that it had been advised on 30 May 2018 that a subsid-iary of Energa Obrót SA and one of the 22 wind farms sued by Energa Obrót SA had decided to settle all disputes regarding the invalidity of the contract for the sale of property rights in certificates of origin out of court. The parties considered their relationship based on the agreement put into question by Energa Obrót S.A to be definitively terminated. At the same time, the parties decided to continue their cooperation in the disposal of property rights based on a new agreement. The settlement does not have a negative impact on the financial performance of Energa Obrót SA (Current Report No. 19/2018).

The Management Board of Energa SA reported that it had been advised on 21 May 2018 that a subsid-iary of Energa Obrót SA and one of the 22 wind farms sued by Energa Obrót SA had decided to settle all disputes regarding the invalidity of a contract for the sale of property rights in certificates of origin out of court. The parties considered their relationship based on the agreement put into question by Energa Obrót S.A to be definitively terminated. They parties do not rule out the possibility of cooperating in the future on the basis of a new agreement. The settlement does not affect the financial performance of Energa Obrót SA (Report No. 17/2018).

The Management Board of Energa SA (the “Issuer”) reported that on 4 April 2018, it had been informed that Elektrownia Ostrołęka Sp. z o.o. (the “Contracting Entity”) had selected the successful tender in the public procurement procedure: “Construction of Elektrownia Ostrołęka C with a capacity of ap-proximately 1,000 MW” (the “Procedure”, “Contract”), that of a Consortium composed of GE Power Sp. z o.o. and Alstom Power System SAS as the General Contractor, which offered to perform the Contract with the parameters specified in the tender for PLN 5,049,729,000.00 net of VAT, or PLN 6,023,034,950.00 inclusive of VAT.

Award of the Contract is not equivalent to:

  • giving consent to conclude the contract with the General Contractor, as such consent requires the prior approval by the Supervisory Board of the Issuer;
  • giving consent for the NTP, as issuing an NTP requires, inter alia, the prior consent of the Supervisory Board of the Issuer and the prior consent in principle by the Issuer’s General Meet-ing to proceed with the Construction Phase.

It is estimated that the capital expenditures in connection with the conclusion of the contract between the Contracting Entity and the General Contractor prior to the issue of the NTP will not exceed the equivalent of 4% of the contract price (Current Report No. 14/2018).

The Management Board of Energa SA (the “Issuer”) reports that on 27 March 2018, it decided to vote at the General Meeting of Elektrownia Ostrołęka Sp. z o.o. (the “Contracting Entity”, the “Company”) in support of the consent to the selection of the successful tender in the public procurement procedure “Construction of Elektrownia Ostrołęka C with a capacity of approximately 1,000 MW” (the “Procedure”, the “Contract”), that of a Consortium composed of GE Power Sp. z o.o. and Alstom Power System SAS as the General Contractor, which offered to perform the Contract, with the parameters specified in the tender for PLN 5,049,729,000.00 net of VAT, or PLN 6,023,034,950.00 inclusive of VAT. The approval is to be granted subject to the effective submission (without any grounds to exclude the economic oper-ator or rejecting its tender) by the Consortium composed of GE Power Sp. z o.o. and Alstom Power System SAS of all the necessary documents and statements, pursuant to Article 26(1) of the Public Procurement Law Act of 29 January 2004 (consolidated text: Journal of Laws of 2017, item 1579, as amended).

The Issuer further reported that it had been informed of the adoption by the General Meeting of the Company of a resolution on 27 March 2018 approving the selection of the successful tender in the Procedure, in line with the Issuer’s decision referred to above.

This resolution adopted by the General Meeting of the Company does not imply that:

  • the Management Board of the Company has made the decision to choose the General Con-tractor, which means that the Contracting Entity has not made its decision in the Procedure;
  • the conclusion of a contract with the General Contractor has been approved – such approval requires, inter alia, the prior approval of the Supervisory Board of the Issuer and the General Meeting of the Contracting Entity;
  • consent has been given to issue the NTP, as this requires the prior consent of the Supervisory Board of the Issuer and the prior consent in principle by the Issuer’s General Meeting to pro-ceed with the Construction Phase.

It is estimated that the capital expenditures in connection with the conclusion of the Contract between the Contracting Entity and the General Contractor prior to the issue of the NTP will not exceed the equivalent of 4% of the contract price (Current Report No. 13/2018).

The Management Board of Energa SA (the “Issuer”), referring to Current Report No. 49/2016 of 8 De-cember 2016 and Current Report No. 3/2017 of 17 January 2017, reports that on 26 March 2018 the Issuer executed Amendment No. 1 (the “Amendment”) to the Investment Agreement with ENEA SA and Elektrownia Ostrołęka Sp. z o.o. (the “Company”, “Contracting Entity”), concerning the implemen-tation of the Ostrołęka C project.

In the Amendment, the parties increased the estimated total capital expenditures resulting from their obligations to be undertaken in the Development Phase of the Ostrołęka C project, that is until a notice to proceed (NTP) is issued to the General Contractor. The capital expenditures attributable to the Issuer may amount to PLN 226.5 m.

The capital expenditures were increased in order to provide the necessary resources for, inter alia, organisational work to be carried out under the contract with the General Contractor, related investments and the operation of the Company.

Moreover, the Issuer informed that in the performance of the Investment Agreement, the Issuer had sold on 23 March 2018 to ENEA SA a holding of 1,201,036 Company shares for approx. PLN 58 m. As a result of this transaction, the Issuer holds a total of 50% of the Company’s share capital.

The execution of the Amendment does not imply that:

  • the Management Board of the Company has made its decision to select the General Contrac-tor, and therefore it does not mean that the Contracting Entity has concluded the public pro-curement proceedings “Construction of Elektrownia Ostrołęka C with a capacity of approxi-mately 1,000 MW”;
  • consent has been given to the conclusion of a contract with the General Contractor, as such consent requires certain prior corporate approvals, including the consent of the Supervisory Board of the Issuer;
  • consent has been given to issue a notice to proceed (NTP), as this requires the prior consent of the Supervisory Board of the Issuer and prior consent in principle from the General Meeting of the Issuer to proceed with the Construction Phase.

It is estimated that the capital expenditures in connection with the conclusion of the contract between the Contracting Entity and the General Contractor prior to the issue of the NTP will not exceed the equivalent of 4% of the contract price (Current Report No. 12/2018).

The Management Board of Energa SA reported that on 23 March 2018, as a shareholder of Elektrownia Ostrołęka Sp. z o.o. (the “Contracting Entity”, the “Company”), it received a request addressed to the General Meeting from the Management Board of the Company for consent to the selection of the suc-cessful tender in the public procurement procedure “Construction of Elektrownia Ostrołęka C with a capacity of approximately 1,000 MW” (“Procedure”, “Contract”). In the request, the Management Board of the Company stated that it was a request to the General Meeting of the Company for its approval of the selection of a Consortium composed of GE Power Sp. z o.o. and Alstom Power System SAS as the General Contractor, which offered to perform the Contract with the parameters specified in the tender for PLN 5,049,729,000.00 net of VAT, or PLN 6,023,034,950.00 inclusive of VAT. In accordance with the request, the consent of the Company’s general meeting referred to above is to be given subject to the effective submission (without any grounds to exclude the economic operator or rejecting its tender) by the Consortium composed of GE Power Sp. z o.o. and Alstom Power System SAS of all the neces-sary documents and statements, pursuant to Article 26(1) of the Public Procurement Law Act of 29 January 2004 (consolidated text: Journal of Laws of 2017, item 1579, as amended). The Company’s Articles of Association require that a consent to the decision in a contract award proce-dure to select a General Contractor must be given by way of a resolution passed by the General Meeting of the Company. Neither the request made by the Management Board of the Company to the General Meeting of the Company nor the passage (if any), by the General Meeting, of the resolution in question do imply that:

  • the Management Board of the Company has made the decision to choose the General Con-tractor, which means that the Contracting Entity has not made its decision in the public pro-curement award procedure;
  • consent has been given to the conclusion of a contract with the General Contractor, as such consent requires certain prior corporate approvals, including the consent the Supervisory Board of the Issuer;
  • consent has been given to issue the NTP, as this requires the prior consent of the Supervisory Board of the Issuer and the prior consent in principle by the Issuer’s General Meeting to pro-ceed with the Construction Phase (Current Report No. 11/2018).

The Management Board of Energa SA (the “Company”, “Energa”) announced that on 21 March 2018, Fitch Ratings (the “Agency”, “Fitch”) had affirmed the Company’s Long-Term foreign- and local-currency Issuer Default Ratings (IDRs) at ‘BBB’ with a Stable Outlook, a ‘BBB’ rating for the bonds issued by the Company’s subsidiary Energa Finance AB (publ), and a ‘BB+’ rating for Energa’s hybrid bonds.

The Agency justified its decision by the dominant share of the Distribution Business Line in total planned capital expenditures and in the Group’s EBITDA, which reduces business risks and ensures predicta-bility of cash flows compared to conventional production. At the same time, the Agency factored in the business risk associated with the Ostrołęka Power Plant C project. Fitch pointed out that this risk was mitigated by, inter alia, implementing the project in a strategic partnership, participation of additional investors in its financing and emergence of the Capacity Market in Poland.

In its report, Fitch estimates that Energa SA’s debt is at a moderate level, with a FFO-adjusted net leverage of 1.7 for 2017. The Agency expects this ratio to increase to 3.0 in 2018-2022, there still being some margin left in relation to the maximum level of 3.5 allowed under the BBB rating (Current Report No. 10/2018).

The Management Board of Energa SA informed that due to developments in the legislative environment, particularly the signing by the President of the Republic of Poland of the Capacity Market Act, which guarantees support for generation units and the resulting adjustment of pricing path estimates, it has identified potential triggers for the reversal of impairment losses on certain assets of the Energa Group.

The impairment tests carried out for Q4 2017 revealed an increase in the recoverable amount of wind assets and conventional assets. On 17 January 2018, a decision was made to reverse impairment losses on assets in the Generation Segment totalling PLN 138.0 m, of which PLN 87.0 m was attributa-ble to wind assets and PLN 51.0 m was attributable to Ostrołęka B’s assets. The total effect of the reversal on the Energa Group’s consolidated net profit in 2017 is PLN 114.9 m. No cash flows were involved. This improved the operating result of the Energa Group in 2017 without affecting its EBITDA.

Adjusted for the reversal of the impairment losses, the carrying amount of wind farms in the consolidated balance sheet of the Energa Group was PLN 597.3 m, of which PLN 8.1 m was the carrying amount of the wind farm pipeline, while the carrying amount of Ostrołęka Power Plant B was PLN 635.8 m.

The final outcome of the tests and the amounts of reversals were presented in the consolidated financial statements of the Energa Group for 2017, published on 15 March 2018 (Current Report No. 2/2018).

The Management Board of Energa SA (the “Company”) reported that on 10 January 2018, Energa El-ektrownie Ostrołęka SA (a subsidiary of Energa SA) and Polska Grupa Górnicza SA (“PGG”) had signed an amendment (the “Amendment”) to the contract for the supply of coal to the Ostrołęka B power plant, which was announced in Current Report No. 53/2016 on 27 December 2016.

The amendment increased the volume of deliveries to 750 thousand tonnes of coal per annum with a possible volume tolerance of ±20%. The parties agreed on coal deliveries of 750 thousand tonnes for 2018.

The Agreement to which the Amendment was signed had been concluded for a definite term from 1 January 2017 to 31 December 2030, subject to renewal. Due to the significant change in the volume to be supplied, the estimated value of the contract was adjusted and presently its lifetime value is PLN 3.28 bn.

As a result of the increased volume of deliveries, PGG has become the main supplier of coal to the Ostrołęka B power plant (Current Report No. 1/2018).

For details of changes to the corporate bodies of the Company, please see Section 6.7. Corporate bodies herein.

The Management Board of Energa SA (“Energa”) reports that on 7 January 2019, Energa and ENEA SA (“Enea”) commenced discussions with PGE Polska Grupa Energetyczna SA (“PGE”) which are likely to result in PGE’s involvement in the Ostrołęka Power Plant C construction project, currently being im-plemented by Energa and Enea companies (through Elektrownia Ostrołęka Sp. z o.o.), (Current Report No. 1/2019).