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32.3 Implementation by PGE Paliwa sp. z o.o. of decisions related to the purchase and sale of coal

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32.1 Impact of the war on the territory of Ukraine on the activity of the PGE Group

32.2 The coal asset spin-off project

On 1 March 2022, the Council of Ministers adopted a resolution on the approval of the document entitled “The Transformation of the electricity sector in Poland. A spin-off of coal-fired generation assets from the companies with State Treasury shareholding”. According to the document, the process of a spin-off of assets was to have the formula of purchase, by the State Treasury from PGE S.A., ENEA S.A., TAURON Polska Energia S.A. and ENERGA S.A., of all assets connected with generation of electricity in power plants fired with hard coal and lignite, including maintenance companies providing services to them. Due to the inseparability of the power complexes fired with lignite, lignite mines will also be among the aforementioned assets. The project did not include coal mining assets. Heat generation assets, due to their planned modernisation and adjustment to low- and zero-carbon sources, were also excluded from the planned transaction. The project provided for a spin-off of assets from the energy groups through the acquisition of shares of individual companies directly by the State Treasury, and then their consolidation within the National Energy Security Agency through the contribution of shares of individual companies to the capital increase of PGE GiEK S.A.

The NESA was to operate in the form of a holding in which PGE GiEK S.A. would be the parent company, and companies acquired from ENEA S.A., TAURON Polska Energia S.A. and ENERGA S.A. would be subsidiaries included in its capital group.

  • The NESA was to be a fully self-sufficient entity, i.e. it was to be able to provide – on its own or, in the interim period, on the basis of contracts concluded with external entities, including the companies from which the assets are to be separated – all the internal and external functions, i.e. HR, IT, purchasing, trading, necessary for its smooth operation.
  • According to the document, following the spin-off of coal-fired generation assets, the energy companies will focus on developing their activities on the basis of their assets in the area of distribution, heating, trade and generation of energy in low- and zero-emission sources.

The role of the NESA was to ensure the necessary power balance in the power system. The NESA was to focus on maintenance and modernisation investments necessary to keep up the efficiency of the coal units in operation including those aimed at reducing the carbon intensity of the units in operation.

Benefits from the sale of coal assets

The divestment of conventional power generation activities based on coal combustion results from the PGE Capital Group’s strategy published on 19 October 2020, which provides for the achievement of climate neutrality by 2050. The separation of coal assets will bring tangible benefits to the Group in the following areas, among others:

  • greater and more favourable access to debt and equity financing sources, lower financing costs;
  • greater and more favourable access to the insurance market;
  • lower cash requirements for hedging the costs of CO2 emissions and inventories of production raw materials;
  • release of credit limits at financing institutions as a result of reduced demand for EUA allowances;
  • increased opportunities to use financial resources for investments in distribution networks and green technologies, with higher rates of return;
  • reduced risk of changes in prices of CO2 emission allowances.

All of the above measures will, in the opinion of the Management Board, make the Company more attractive to shareholders.

Activities related to the spin-off of coal assets

On 23 July 2021, PGE S.A, ENEA S.A., TAURON Polska Energia S.A. and ENERGA S.A. entered into an agreement with the State Treasury concerning cooperation in the process of separation of coal power assets and their integration into the NESA.

On 14 July 2023, PGE S.A. received, from the State Treasury, represented by the Minister of State Assets, a proposal for a non-binding document summarising the terms of the transaction for the acquisition by the State Treasury of all shares in PGE GiEK S.A. On 10 August 2023, PGE S.A. and the Minister of State Assets signed a document summarising the key terms of a transaction for the acquisition by the State Treasury of shares in PGE GiEK S.A. for the purpose of establishing the National Energy Security Agency.

The implementation of the transaction for the sale of PGE GiEK S.A. to the State Treasury is subject to the fulfilment of a number of conditions precedent. As at the date of these financial statements, the above conditions precedent had not been met. In addition, in February 2024, the Council of Ministers withdrew from the Parliament a draft law on the principles of guaranteeing the National Energy Security Agency’s liabilities by the State Treasury

Current status of the project and recognition of assets related to PGE GiEK S.A. in the financial statements

In the opinion of the PGE Capital Group, as at the reporting date, the conditions of IFRS 5 concerning operations held for sale regarding assets and liabilities as well as revenue and expenses for the described coal-fired units are not met. In particular, as at the reporting date, there is significant uncertainty about the project’s ability to continue in its current form (including uncertainty regarding the maintenance of the financial conditions).

Consequently, as at 31 December 2023, assets related to PGE GiEK S.A. were not reclassified to discontinued operations. PGE S.A. also did not make adjustments bringing the value of assets related to PGE GiEK S.A. to the values required by IFRS 5. The values of assets, liabilities, revenue, expenses and profit of the Conventional Power Generation segment, showing the data for PGE GiEK S.A. and its subsidiaries, are presented in note 6.1 to these financial statements.

As described in note 3.1 to these consolidated financial statements, impairment tests were performed on the non-current assets on 30 November 2023. As a result of the tests, the non-current assets of the Conventional Power Generation segment were written down in the gross amount of PLN 8.4 billion. Consequently, the book value of the consolidated net assets of PGE GiEK S.A. and its subsidiaries was PLN 1,814 million on 31 December 2023. There was also a total write-down of the book value of PGE GiEK S.A. shares in the separate financial statements. The value of the write-down amounted to PLN 11.7 billion. The write-down did not affect the financial result presented in the consolidated financial statements.

The continuation of the project, as well as its possible final shape and timing, depend on the government’s decisions. At the date of these financial statements, no further arrangements had been made regarding the coal assets and their future within the PGE Group.