Annual report 2017

We want to shape a responsible energy industry of tomorrow in our country.

Ownership and operating structure

We are Poland's largest vertically integrated producer and supplier of electricity and largest producer of district heating. The Group currently consists of 4 operating segments, 58 subsidiaries and over 40,000 employees. Managing such an extensive structure is a great challenge.

Ownership structure

Our main shareholder is the State Treasury, which holds 1,072,984,098 ordinary shares, representing 57.39% of the Company's share capital and entitling to the exercise of the same number of votes at the General Meeting. The remaining 796,776,731 shares, constituting 42.61% of the shareholding structure, is referred to as free-float, i.e. shares that are freely traded.

Precisely identifying our full shareholding structure is difficult because under Polish law investors are required to disclose their holdings only if they exceed the 5% threshold in a given issuer.

The Company monitors the holdings of select institutional investors based on their disclosure policies and periodically conducts a survey entitled Shareholder’s ID. In recent years, the results show that PGE S.A. shares are held by over 200 institutions from Poland and abroad. By monitoring publicly available data concerning shareholdings, we identified open pension funds that are shareholders of PGE (as at the end of 2017) - the following chart presents the details.  

 

Number of shares

% in share capital

State Treasury

           1 072 984 098   

57.39%

NN

                60 378 336   

3.23%

AVIVA

                42 183 724   

2.26%

PZU

                35 351 366   

1.89%

AEGON

                23 100 644   

1.24%

METLIFE

                22 000 236   

1.18%

AXA

                19 399 389   

1.04%

GENERALI

                13 329 988   

0.71%

BANKOWY

                   8 601 199   

0.46%

ALLIANZ

                   4 124 101   

0.22%

PEKAO

                   4 276 934   

0.23%

POCZTYLION

                   3 990 796   

0.21%

OTHER

              560 040 018   

29.95%

SUM

           1 869 760 829   

100%

Group's corporate structure

PGE S.A. is the parent company of PGE Group, which as of the end of 2017 consisted of 58 subsidiaries, 3 associates and 1 jointly controlled entities, across 4 business segments: Conventional Generation, Renewables, Distribution, Supply and Other Activity.

The Group's current structure was shaped in 2007 as a result of the contribution by the State Treasury of 85% of shares in PGE Energia and PGE Górnictwo i Energetyka to PGE S.A. in exchange for new-issue shares in the Company's increased share capital. When PGE S.A. debuted on the stock exchange in 2009, PGE Group consisted of 81 subsidiaries. Given its size, internal organisational changes and acquisitions, PGE Group is in a continuous process of simplifying structures and integration.

The key change having impact on PGE Group's structure in 2017 was the purchase of EDF Polska's assets. As a result of this acquisition, PGE Group gained substantial control and consolidate EDF Group's companies in Poland using the equity method. At the end of 2017, the Group's structure was as shown below.

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Organisational structure

PGE Polska Grupa Energetyczna S.A. is a joint stock company. It is also PGE Group's parent - serving as a Corporate Centre managing the group based on information coming from PGE Group companies. The Corporate Centre makes important decisions regarding the operations of specific business lines as well as strategic directions for the development of both business lines and the Group as a whole.

According to Polish law, the corporate bodies of a joint stock company are the general meeting, supervisory board and management board. Competences of the governing bodies are specified in the company's statutes, the content of which is established by the company's general meeting. A simplified organisational diagram for PGE S.A. looks as follows:

The General Meeting is a meeting of the company's shareholders (co-owners) during which they may adopt results only on matters that are included in a detailed agenda, as established by the Management Board or another entity convening the General Meeting.

The Supervisory Board exercises continuous supervision over the company's activities in all of its operating areas.

The Management Board represents the company and conducts its affairs.

More information on the Company's corporate governance is available in the Corporate governance section.

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