Notification from a shareholder about a change of his stake in the total number of votes in PGE Polska Grupa Energetyczna S.A.
Art. 70 pkt 1 Ustawy o ofercie - nabycie lub zbycie znacznego pakietu akcji
Contents of the report
Management Board of PGE Polska Grupa Energetyczna S.A. (“PGE”, the "Company") discloses that on May 20, 2022, it received a notification from the Minister of the State Assets, representing the State Treasury of the Republic of Poland (the "State Treasury"), pursuant to Art. 69 section 2 p. 2 of the Act dated July 29, 2005 on Public Offerings, the conditions governing the introduction of financial instruments to organised trading and on public companies (Dziennik Ustaw of 2021, item 1983, as amended) ("Act on Public Offerings"), informing about a change in the number of shares and the in the total number of votes held by the State Treasury in the Company.
The change took place on May 18, 2022 as a result of registering by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of National Court Register of the amendment of the Company's Statutes pursuant to Resolution no. 7 of the Extraordinary General Meeting of the Company on April 6, 2022 regarding the reduction of the share capital by decreasing the nominal value of shares and increasing the share capital by means of an issuance of E series shares in a private subscription, depriving the existing shareholders of entire pre-emptive right to all E series shares, applying for admission and introduction of E series shares or rights to E series shares to trading on the regulated market of the Giełda Papierów Wartościowych w Warszawie S.A., dematerialisation of E series shares or rights to E series shares and amendment of the Company's Statutes (PGE’s current report no. 29/2022 of May 19, 2022). As a result of the above, an issue of 373 952 165 series E shares with a nominal value of PLN 8.55 each was registered, and the State Treasury, represented by the Prime Minister, acquired 292 617 395 series E shares.
Before the change, the State Treasury held 1 072 984 098 shares of PGE, representing 57.39% of the Company’s share capital and was entitled to 1 072 984 098 votes at the general meeting of PGE, what represented 57.39% of the total number of votes at the general meeting of the Company.
Currently the State Treasury holds 1 365 601 493 shares representing 60.86% of the Company’s share capital and entitling to 1 365 601 493 votes representing 60.86% of the total number of votes.
In addition, The State Treasury informed about the subsidiary holding PGE shares and the total number of votes by both entities and its percentage share in the total number of votes. According to the notification, taking into account the number of shares (18 697 608) held by a subsidiary of the State Treasury, i.e. Towarzystwo Finansowe Silesia Sp. z o.o. based in Katowice, the State Treasury holds a total of 1 384 299 101 shares constituting 61.70% of the share capital of the Company and entitling to exercise 1 384 299 101 votes, which constitutes 61.70% of the total number of votes.
The State Treasury also informed that it had not concluded any agreements with a third party regarding the transfer of voting rights (art. 87 section 1 p. 3 letter c of the Act on Public Offerings), does not have the financial instruments referred to in art. 69b section 1 p. 1 and art. 69b section 1 p. 2 of the Act on Public Offering and does not have such financial instruments as to which votes should be indicated pursuant to art. 69b section 3 of the Act on Public Offering.
Legal ground: Art. 70 p. 1 of the Act dated July 29, 2005 on on Public Offerings, the conditions governing the introduction of financial instruments to organised trading and on public companies (Dziennik Ustaw of 2021, item 1983, as amended).
Signatures of persons representing the company
|Date||Name||Position and function|
|2022-05-23||Paweł Śliwa||Vice-President of the Management Board|
|2022-05-23||Lechosław Rojewski||Vice-President of the Management Board|