Notification from a shareholder about a change of his stake in the total number of votes in PGE Polska Grupa Energetyczna S.A.

35/2014

09.07.2014 08:07

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. (the “Company”) discloses that on July 8th 2014, it received a notification from the Minister of the State Treasury, 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 29th, 2005 on Public Offerings, the Conditions Governing the Introduction of Financial Instruments to Organised Trading and on Public Companies (Dziennik Ustaw of 2009, No. 185, item 1439, as amended – “Act on Public Offerings”), informing about the execution of shares acquisition agreement under private placement and the contribution in kind concluded on July 2nd, 2014 between the State Treasury and Polskie Inwestycje Rozwojowe S.A. ("PIR"), a company of which the State Treasury holds a majority of votes at the general meeting, transferred to PIR, as a contribution in kind, the ownership of 59,441,629 ordinary shares of the Company with a nominal value of PLN 10 each (the "Transaction of Bringing Kind Contribution").

Furthermore, after the accelerated book building with the settlement which took place on July 8th, 2014, the State Treasury sold to investors 6,000,000 ordinary shares of the Company with a nominal value of PLN 10 each and PIR sold to investors 59,441,629 ordinary shares of the Company with a nominal value of PLN 10 each, which previously had been transferred to the PIR by Transaction of Bringing Kind Contribution.

Following the above transactions, the State Treasury sold (directly or via PIR) 65,441,629 ordinary shares of the Company with a nominal value of PLN 10 each, representing 3.50% of share capital and corresponding to 65,441,629 votes at the general meeting of the Company, representing 3.50% of the total number of votes at the general meeting of the Company.

According to the notification, prior to the above transactions, the State Treasury held 1,157,123,335 ordinary shares with a nominal value of PLN 10 each, representing 61.89% of share capital and entitling to perform 1,157,123,335 votes at the general meeting of the Company, representing 61.89% of the total number of votes at the general meeting of the Company.

Following the above transactions, the State Treasury holds 1,091,681,706 ordinary shares with a nominal value of PLN 10 each, representing 58.39% of share capital and entitling to perform 1,091,681,706 votes at the general meeting of the Company, representing 58.39% of the total number of votes.

Subsidiaries of the State Treasury do not hold any shares of the Company.

The State Treasury has not entered into an agreement as referred to in Art. 87 paragraph. 1 point. 3c of the Act on Public Offering, i.e. agreement of transfer of power to exercise rights to vote.

Legal ground: Art. 70 p. 1 of the Act dated July 29th 2005, on Public Offerings, the Conditions Governing the Introduction of Financial Instruments to Organised Trading and on Public Companies (Dziennik Ustaw of 2009, No. 185 item 1439, as amended).

Signatures of persons representing the company

Date Name Position and function
2014-07-09 10:07:40 Marek Woszczyk Prezes Zarzadu
2014-07-09 10:07:40 Magdalena Bartoś Proxy