20.1 Share capital

All of the Company’s shares are paid up. 

On April 6, 2022, the Company’s Extraordinary General Meeting adopted a resolution on lowering the share capital by reducing the nominal value of shares with a simultaneous increase in the share capital by way of issuing E series shares in a private subscription, depriving the existing shareholders of the pre-emptive right to all E series shares entirely, applying for admission and introduction of E series shares or rights to E series shares to trading on a regulated market managed by the Warsaw Stock Exchange, dematerialisation of E series shares or rights to E series shares and amendment to the Company’s Articles of Association. 

The share capital was reduced by lowering the nominal value of each Company share from PLN 10.25 to PLN 8.55. The share capital was reduced by PLN 3,178,593,409.30, with this amount being transferred to supplementary capital. Next, the share capital was increased by PLN 3,197,291,010.75 through the issue of 373,952,165 series E shares with a nominal value of PLN 8.55. 

The changes in PGE S.A.’s share capital were registered with the National Court Register on May 18, 2022. 

The Company’s recapitalisation is also discussed in note 33.3 to these financial statements. 

The Company is a part of PGE Group, where the State Treasury holds special rights as long as it remains a shareholder.

The State Treasury’s special right applicable to PGE Group entities derive from the Act of March 18, 2010 on the special rights of the Minister of Energy and their exercise at certain companies and groups operating in the electricity, oil and gas sectors (Polish Journal of Laws of 2020, item 2173). defines specific powers vested in the minister responsible for state assets in capital companies or groups operating in the electricity, oil and gas fuels sectors, whose property is disclosed in the uniform list of facilities, installations, equipment and services constituting critical infrastructure.

On the basis of the provisions in question, the minister responsible for state assets may object to a resolution adopted by the Management Board or any other legal action carried out by the Management Board, the object of which is the disposal of an asset that would pose a threat to the functioning, continuity of operation and integrity of critical infrastructure. The objection can also be applied to any resolution pertaining to:

• dissolution of the Company,
• changes in use or retirement of an asset being a component of critical infrastructure,
• change in the scope of the Company’s activities,
• sale or lease of enterprise or its organised part or establishment of legal restrictions,
• approval of operational and financial plan, investment plan or long-term strategic plan,
• transfer of the Company’s registered office abroad,

if the performance of such a resolution would cause an actual threat to the functioning, operational continuity and integrity of critical infrastructure. The objection of the minister responsible for state assets will be expressed – after consulting the minister responsible for energy – in the form of an administrative decision.