Shareholders and investors

PGE’s stock liquidity provides investors with the opportunity to freely buy and sell our securities. As a listed company, we treat every investor as a potential shareholder.

In line with regulations and best practices, we ensure that all investors have equal access to information.

At the end of 2021, the share capital of PGE was divided into 1 869 760 829 shares. In 2022, 373 952 165 series E shares were issued, after which the number of shares is 2 243 712 994.

The main shareholder of PGE S.A. is the State Treasury, which holds 1 365 601 493 ordinary shares of the Company with a nominal value of PLN 8.55 each, representing 60.86% (up from 57.39% as a result of the acquisition of Series E shares issued in 2022) of the Company’s share capital. In addition, the State Treasury informed about the subsidiary holding PGE S.A. shares and the total number of votes of both entities.

Taking into account the shares (18 697 608) held by the State Treasury’s subsidiary, i.e. Towarzystwo Finansowe Silesia sp. z o.o., the State Treasury holds a total of 1 384 299 101 shares representing 61.70% of the Company’s share capital.

The remaining part, i.e. 859 413 893 shares, constituting 38.30% of the shareholding, is referred to as free float.

In accordance with the regulations in force in Poland (Act of July 29, 2005 on trading in financial instruments, Journal of Laws of 2005, No. 183, item 1538), the identity of a shareholder is made public if they exceed 5% of the shares in the shareholding structure. If a shareholder holds less than 5%, there is no obligation to disclose the shareholding.

In addition to the State Treasury, which holds 60.86% of the shares, the main group in the shareholding was the Open Pension Funds, which hold approximately 18% of the shares in their accounts. Foreign institutional investors, on the other hand, were represented by approximately 12% of the shares. Another group in the shareholding was made up of individual investors, who held approximately 6% of the shares in their accounts. Polish financial institutions held about 4% of the shares, most of which belonged to open investment funds and funds investing under Employee Equity Plans.

On January 18, 2022, PGE’s Management Board passed a resolution on commencing the company’s recapitalisation in connection with planned investment projects in the area of renewable energy, decarbonisation and distribution.

The issue proceeds are intended to support PGE Group’s investments in three areas:

• development of renewable energy sources,
• decarbonisation through development of low-carbon sources,
• development of distribution.

The resolution provided for a proposal to the Extraordinary General Meeting of the Company to adopt a resolution on lowering the share capital by way of reducing the par value of shares (from PLN 10.25 to PLN 8.55) and simultaneously increasing the share capital by way of issuing series E shares under the private subscription procedure, depriving the existing shareholders entirely of the pre-emptive right to all series E shares, applying for admission and introduction of series E shares or rights to series E shares to trading on the regulated market of Giełda Papierów Wartościowych w Warszawie S.A. [Warsaw Stock Exchange], dematerialising series E shares or rights to series E shares, as well as amending the Company Statutes. The shares were to be offered to qualified investors holding over 0.1% company shares.

After the resolution was adopted by the general meeting, PGE S.A. started the book-building process, during which investors expressed their willingness to acquire all offered shares. As part of the process, an issue price of PLN 8.55 was determiden, what allowed for the total value of the issue of series E shares to reached the level of PLN 3.2 billion.

On April 22, 2022 The Management Board of PGE S.A. adopted a resolution on the allocation of all series E shares to investors participating in the subscription process. The State Treasury, which is PGE’s majority shareholder, acquired shares with an issue value of approximately PLN 2.5bn. Open pension funds took up shares with an issue value of approx. PLN 450 million, and other investors were allocated shares with an issue value of approx. PLN 250 million.

The court registered the share capital increase on May 18, 2022.

Currently, the share capital of the Company amounts to PLN 19 183 746 098.70 and is divided into 2 243 712 994 shares with a par value of PLN 8.55, including:

Thanks to the funds obtained from the issue of shares, PGE plans to accelerate the transformation in three main areas: distribution grid (approx. PLN 1.61 billion), renewable sources (approx. PLN 0.47 billion) and decarbonisation by building low-emission sources (approx. PLN 1.11 billion). In the case of the network it is, inter alia, o increasing the share of cable lines, accelerating the process of introducing smart meters and increasing the efficiency of connection processes for new consumers and energy sources.

PGE plans to accelerate the photovoltaic capacity development program and obtain funds for the acquisition of onshore wind farm projects and PV farms. In the area of decarbonisation, PGE plans to raise money to finance the gas-steam unit project in Rybnik, which would be commissioned in 2026, and decarbonisation of the district heating segment by building gas-fired CHP plants in Zgierz, Kielce and Bydgoszcz.

In 2022 PGE shares quotation were in range PLN 4.7390-11.0250. Average market capitalisation (value of all shares of the Company) in 2022 amounted to approx. PLN 18 billion. Average trading volume amounted to 2.9 million shares per session and average trading amount reached approx. PLN 23.5 million.

Effective communication with investors and transparency are in the Company’s best interest and contribute to building value for its stockholders. The activities taken up by us in terms of investor relations are more than regulation requirements. These regulations oblige the Company to meet information duties in terms of periodical and on-going reporting with special consideration of inside information. In order to satisfy demanding stockholders and investors, we launched a series of additional tools, the aim of which is to eliminate the information asymmetry between the Company and the capital market. These tools are available on the Company’s website, in the Investor Relations’ section in Analyst’s zone https://www.gkpge.pl/en/for-investors/shares/analyst-s-zone:

In addition, the Company publishes preliminary estimated results in periods preceding quarterly reporting. These publications include key financial values, operating volumes and information on important one-offs.

For investors sensitive to social and environmental issues, who seek interactions between business, finances and the Company’s engagement for the benefit of its surroundings, we are publishing an online integrated report of PGE Capital Group from 2015.

After the pandemic, we gradually returned to participating in investor conferences in Poland and Europe. In May 2022, we took part for the first time as a company in the WallStreet conference organised by the Association of Individual Investors, participating in the debate “National champions in the face of price shocks and major economic turbulence. Will they come out stronger or weaker?” and presented PGE Group during the “Shareholder Forum.” The WallStreet conference was also an opportunity to talk to individual investors, exchange experiences in the area of investor relations and ESG with other listed companies, stock market educators, as well as financial journalists.

PGE Polska Grupa Energetyczna was recognised as the company with the best Investor Relations in Poland in the international Institutional Investor survey, a leading global publisher in the field of finance, conducted for the year 2022. The distinction was awarded in cooperation with IR Society Poland, an organisation of the investor relations community in Poland.

Along with the award among Polish companies, PGE was rated best among all utilities across the region. PGE took first place in the categories of best investor relations team, best IR programme and best ESG, among others. At the same time, Filip Osadczuk, director of the Investor Relations and ESG Department of PGE SA, took first place individually in the category of best investor relations professional.

The independent study conducted by Institutional Investor for over 20 years is a globally recognized ranking assessing investor relations, brokerage houses and industry professionals. The study, which was the basis for preparing the ranking, involved 271 analysts and managers representing 183 financial institutions. They indicated companies that, in their opinion, represented the highest level of investor relations.

The companies’ investor relations were assessed according to the following criteria: usefulness of investor conferences and meetings with investors, results conferences, knowledge of the business and market, ability to respond quickly, authority and credibility, timeliness, consistency and detail of disclosure of financial information.

Investors act based on various strategies and investment horizons and the capital market, in most cases, is functioning in a rhythm of quarterly results. But energy is an industry which is characterised by long-term planning. This is why the Management Board’s point of view is naturally aligned with long-term shareholders’ perspective.

Of course, in order to implement long-term plans, day-to-day care for the company’s finances is required, which is reflected in quarterly results. Quarterly results publications are an opportunity to monitor the company’s situation and progress in its development.

Over the next years, PGE also intends to publish information on the progress in the implementation of particular elements of the multi-annual strategy. Assumed PGE Group’s objective is to balance all aspects of the business, maximizing the added value for stakeholders.

PGE S.A. shares are included in the most important indices of the Warsaw Stock Exchange:

• WIG20 – bringing together shares of the largest and most liquid companies,
• WIG – bringing together all companies from the WSE Main Market and
• WIG-Energia – which brings together companies from the energy sector.

Moreover, continuously since 2011, shares of PGE S.A. were included in the RESPECT Index – an index bringing together companies operating in accordance with the best management standards in the field of corporate governance, information governance and investor relations. As of January 1, 2020, the WSE stopped calculating and disclosing the RESPECT Index to the public. On September 3, 2019, the WSE started publishing the WIG-ESG (Environment, Social, Governance) index, which includes companies from the WIG20 and mWIG40 indices that conduct socially responsible activities.

WIG-ESG index is published on the basis of the value of the share portfolio of companies considered to be socially responsible, i.e. those that adhere to the rules of socially responsible business, particularly with respect to environmental, social, economic and corporate governance issues. The weights of companies in the WIG-ESG index are determined on the basis of the number of free-floating shares taking into account the ESG Ranking (ESG coefficient) and the assessment of compliance with the Code of Best Practice (Code of Best Practice coefficient). PGE shares are included in the WIG-ESG index and their weight in the portfolio is approx. 1.8%.

The ESG ranking of companies, which is one of the criteria for determining the index weights, is created on the basis of Sustainalytics reports. Sustainalytics, an international firm specialising in providing services in the ESG area, determines companies’ scores on the basis of publicly available information published by companies. Data such as annual reports, reports on non-financial data and information provided on websites is analysed. The Sustainalytics methodology assesses ESG risks, measuring an industry’s exposure to specific risks related to ESG criteria and assesses how a company manages these risks.

The weights of companies in the index will also depend on the level of application of the corporate governance rules contained in “Best Practices for WSE-Listed Companies.” Based on the companies’ published statements in this regard, the WSE assigns weights to companies depending on the number of rules applied and the quality of the published statements.