1.3.2 Joint ventures that are subject to consolidation as regards the assets, equity and liabilities, revenues and costs attributable to PGE Group

(in PLNm)
Entity Entity holding stake Stake held by Group entities as at December 31, 2022 Stake held by Group entities as at December 31, 2021
SEGMENT: RENEWABLES
1. Elektrownia Wiatrowa Baltica-2 sp. z o.o. Warsaw PGE Baltica 6 sp. z o.o. 50,00% 50,00%
2. Elektrownia Wiatrowa Baltica-3 sp. z o.o. Warsaw PGE Baltica 5 sp. z o.o. 50,00% 50,00%
3. PGE Soleo Kleszczów sp. z o.o. Kleszczów PGE EO S.A. 50,00%

On May 12, 2022, the increase of the share capital of PGE Soleo 1 sp. z o.o. (currently PGE Soleo Kleszczów sp. z o.o.) was registered with the National Court Register, through the creation of 4,100 new shares with a nominal value of PLN 1,000 each. The share capital increase was recognised as follows: PGE EO S.A. acquired 2,000 of the new-issue shares in exchange for a PLN 2 million cash contribution, while the Municipality of Kleszczów acquired 2,100 of the new-issue shares and paid PLN 2.1 million.

As a result of the above transaction, PGE EO S.A. and Kleszczów Municipality hold shares representing 50% of share capital each, and PGE Soleo 1 sp. z o.o. is no longer a PGE Group subsidiary but a joint venture subject to consolidation to the extent of assets and liabilities, revenues and costs attributable to PGE Group.

In May 2021, Ørsted acquired stakes in the increased share capital of Elektrownia Wiatrowa Baltica – 2 sp. z o.o. and Elektrownia Wiatrowa Baltica – 3 sp. z o.o. Following this transaction, Ørsted Group became a 50% shareholder in EWB2 and EWB3. In effect, PGE Group lost control over these two companies.

As a result of the transaction and the signed agreements, the shareholders have joint control over EWB2 and EWB3. Decisions regarding all major activities require unanimous consent from the shareholders. At the same time, based on professional judgement, PGE Group assessed that as a result of the agreements signed the shareholders have the right to essentially all of the economic benefits that will be generated by the companies’ assets and will generally be their only source of revenue. According to PGE Group, starting from the date on which the stakes were acquired by Ørsted (as mentioned above), EWB2 and EWB3 constitute a joint operation in the meaning of IFRS Joint Arrangements, in connection with which in these financial statements PGE Group recognises its 50% stake in the assets, liabilities, revenues and costs of the jointly controlled entities.

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