1.3.1 Direct and indirect subsidiaries under consolidation under the full method

The above table includes the following changes in the structure of PGE Group companies subject to full consolidation that took place during the period ended 31 December 2023:

• On 1 March 2023, the Extraordinary General Meeting of Elektrociepłownia Zielona Góra S.A. adopted a resolution on the compulsory buyout of shares held by minority shareholders, representing a total of 1.6% of the share capital of Elektrociepłownia Zielona Góra S.A. On 25 April 2023, the aforementioned shares were transferred to ZEW KOGENERACJA S.A. by making an appropriate entry in the register of shareholders of Elektrociepłownia Zielona Góra S.A. As a result, ZEW KOGENERACJA S.A. became the sole shareholder of Elektrociepłownia Zielona Góra S.A. on 25 April 2023. The price paid for the shares was PLN 10 million.
• On 3 April 2023, PGE S.A. finalised the transaction for the acquisition of 100% of shares in the company PKP Energetyka Holding sp. z o.o. As a result of the transaction, the following companies became direct or indirect subsidiaries of PGE S.A.:
  • PKP Energetyka Holding sp. z o.o. (now PGE Energetyka Kolejowa Holding sp. z o.o.),
  • PKP Energetyka S.A. (now PGE Energetyka Kolejowa S.A.),
  • PKP Energetyka Obsługa sp. z o.o. (now PGE Energetyka Kolejowa Obsługa sp. z o o.),
  • PKP Energetyka Centrum Usług Wspólnych sp. z o.o. (now PGE Energetyka Kolejowa Centrum Usług Wspólnych sp. z o.o.),
  • Energetyka Kolejowa Budownictwo sp. z o.o.,
  • Energetyka Kolejowa sp. z o.o.,
  • Energetyka Kolejowa Obrót sp. z o.o.,
  • Cedton Investments sp. z o.o.,
  • Remton Investments sp. z o.o.

On 3 April 2023, the share of the PGE Capital Group in the capital and voting rights of the aforementioned companies was the same as the percentage share of the PGE Capital Group presented in the table above as at 31 December 2023.

• On 30 June 2023, the National Court Register registered the merger of PGE EO S.A. (the acquiring company) with PGE Klaster sp. z o.o., PGE Soleo 3 sp. z o.o. and Mithra B sp. z .o.o. (the companies being acquired). The merger had no impact on these consolidated financial statements.
• On 20 September 2023, PGE EO S.A. acquired 100% shares in LongWing Polska sp. z o.o.
• On 2 October 2023, the National Court Register registered the merger of PGE Ekoserwis S.A. (the acquiring company) and EPORE S.A. (the company being acquired). The merger had no impact on these consolidated financial statements.
• On 22 September 2023, the Extraordinary General Meeting of the company ENESTA sp. z o.o. in restructuring adopted a resolution on increasing the share capital by PLN 32 million by way of creating 32,000 new shares with a par value of PLN 1,000.00 each. All shares were taken up by PGE Obrót S.A. Consequently, the shareholding of this company in the capital of ENESTA sp. z o.o. in restructuring increased to 92.25%. The aforementioned facts were registered in the National Court Register on 18 December 2023.

Transactions after the reporting date

• On 17 October 2023, the Extraordinary General Meeting of the company PGE Inwest 12 sp. z o.o. adopted a resolution on increasing the company’s share capital by PLN 35 million. The increase in the company’s share capital was acquired by PGE S.A. and the National Environmental Protection and Water Management Fund, in exchange for a cash contribution. The National Environmental Protection and Water Management Fund acquired 20,200 shares with a value of PLN 20.2 million, and PGE S.A. acquired 14,830 shares with a value of PLN 14.8 million. Consequently, the shareholding of PGE S.A. in that company fell to 51%. On 4 March 2024, the increase in the company’s share capital was entered in the National Court Register.
• On 18 December 2023, the Extraordinary General Meeting of ENESTA sp. z o.o. in restructuring adopted a resolution on increasing the share capital by PLN 34 million by way of creating 34,000 new shares with a par value of PLN 1,000.00 each. All shares were taken up by PGE Obrót S.A. As at the date of the approval of these consolidated financial statements for publication, the aforementioned capital increase had not been registered in the National Court Register.