Structure of Capital Group

We are the largest vertically integrated producer and supplier of electricity and heat in Poland. The size of the entire organisation, the organisational and restructuring changes carried out internally mean that managing such an extensive structure is a major responsibility.

The Group’s current structure was shaped in 2010 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 and the acquisition of EDF’s Polish assets in 2017.

Given its size, internal organisational changes and acquisitions, PGE Group is in a continuous process of simplifying structures and integration.

PGE Group as of the end of 2022 consisted of the parent company (PGE S.A) and 74 subsidiaries that employ over 38 thousand employees.

All of PGE Group’s companies were organised in main operating segments, i.e. Conventional Generation, District Heating, Renewables, Distribution, Supply, Circular Economy as well as Other operations.

Structure of PGE Capital Group in 2022*

*Simplified structure – includes key entities.

The government’s plan for the electricity sector transition in Poland, announced in May 2021 and approved by the Council of Ministers on March 1, 2022, presents the concept of spinning off assets related to electricity generation in conventional coal-based units from the groups of individual power companies – including PGE. Among other things, the assumptions envisage the integration of coal assets into a single entity, i.e. PGE Górnictwo i Energetyka Konwencjonalna S.A. – currently a subsidiary of PGE, which will ultimately operate under the name of the National Energy Security Agency (“NABE”). NABE’s role will be to ensure the necessary balance in the power system. NABE will focus on maintenance and modernisation investments necessary to maintain the efficiency of the coal units in operation, including those aimed at reducing the carbon intensity of these units.

July 23, 2021 PGE S.A., ENEA S.A., TAURON Polska Energia S.A. and ENERGA S.A. concluded an agreement with the State Treasury regarding cooperation in the process of separating off coal energy assets and their integration into NABE. On August 10, 2023 PGE S.A. signed a document containing a summary of the terms of the transaction for the acquisition by the State Treasury of 100% of shares in PGE GiEK S.A. Closing of the transaction is planned by the end of 2023.

Once the generation coal assets are spun off, the energy companies will focus on developing their business based on their assets in distribution, district heating, trading and low- and zero-carbon generation.

Organisation of the parent company

PGE Polska Grupa Energetyczna S.A is a joint stock company. The majority shareholder is the State Treasury, which – after taking up a portion of Series E shares issued in 2022 – jointly with its subsidiary TF Silesia holds 61.70% of PGE S.A.’s share capital. 38.30% of the company’s shares remain freely traded on the stock exchange.

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 about the corporate bodies is available in chapter Corporate Governance.

Management rules in PGE Group

PGE Polska Grupa Energetyczna S.A. is the dominant entity in the PGE Capital Group. Furthermore, it acts as the Corporate Centre that manages the Group. The Corporate Centre makes important decisions concerning the activity of particular business lines and the strategic directions of their development.

  • shaping PGE CG’s Strategy,
  • margin I management and planning of the optimal utilisation of production units,
  • supervising and optimising PGE Group’s operating and investing activities,
  • regulatory management,
  • risk management;
  • direct ownership supervision over the Group’s companies,
  • building innovation strategies and supervising their implementation,
  • building PGE’s image and brand,
  • developing the Group’s human resources management strategy,
  • finance and insurance management.
  • implementing segment strategies compliant with the PGE Group’s strategy,
  • focusing on carrying out operating and investing activitie,
  • striving to improve the efficiency of operational processes,
  • supporting decision-making processes at the Corporate Centre.

Holding Council was set up at PGE Group. Its purpose is to increase the efficiency of the Group’s operations. The Holding Council performs advisory functions, defines potential risks and recommends solutions as a result of exchange of relevant information and experience on the Council’s forum.

Its task is also to supervise the implementation of the Group’s strategy. The Holding Council is composed of: The President of the Management Board of PGE SA, as the Chairperson of the Council, the other members of PGE’s Management Board, the Chairpersons of the Supervisory Boards and the Presidents of the Management Boards of key Group companies, the Directors of the Divisions in PGE Polska Grupa Energetyczna, as well as the Director of the Corporate Communication and Marketing Department and the Director of the Legal and Corporate Management Department in PGE Polska Grupa Energetyczna.

The Holding Council is also empowered to establish working groups to analyse specific issues related to the operations of PGE Group companies.

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