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Corporate governance

Shareholders and investors

PGE S.A. is a stock exchange listed company from 2009. PGE S.A. shares are listed in the main market of the Warsaw Stock Exchange, in the continuous trading system. PGE has the biggest market capitalisation among the Polish power companies in the Warsaw Stock Exchange. PGE’s stock liquidity provides investors with the opportunity to freely buy and sell our securities. As a listed company, we treat every investor as a potential shareholder. In line with regulations and best practices, we ensure that all investors have equal access to information.

Ownership structure

As at January 1, 2023 and December 31, 2023 the share capital of PGE S.A. was PLN 19 183 746 098.70 and split into 2 243 712 994 shares with a nominal value of PLN 8.55 each. The majority shareholder of PGE S.A. is the State Treasury which holds 1 365 601 493 ordinary shares of the Company, representing 60.86% of the Company’s share capital (up from 57.39% as a result of the acquisition of series E shares issued in 2022). In addition, The State Treasury informed about the subsidiary holding PGE shares and the total number of votes by both entities. Taking into account the number of shares (18 697 608) held by a subsidiary of the State Treasury, i.e. Towarzystwo Finansowe Silesia sp. z o.o.(TF Silesia), the State Treasury holds a total of 1 384 299 101 shares constituting 61.70% of the share capital of the Company. The remaining part, i.e. 859 413 893 shares, constituting 38.30% of the shareholding, is referred to as free float. In accordance with the regulations in force in Poland (Act of July 29, 2005 on trading in financial instruments, Journal of Laws of 2005, No. 183, item 1538, as amended), the identity of a shareholder is made public if they exceed 5% of the shares in the shareholding structure. If a shareholder holds less than 5%, there is no obligation to disclose the shareholding.

Shareholders of PGE S.A.

Foreign investors holding a total of approximately 12% of the shares of PGE Polska Grupa Energetyczna S.A. included investment companies from more than 30 countries. The largest group was made up of investors from the USA (by country of registration), who owned approximately 50% of the shares owned by foreign investors. Institutional investors from the UK, Singapore, Ireland and China also held significant shares.

Foreign institutional investors by country of registration

Strategic Investor

According to an ordinance of the Prime Minister (Dz.U. 2017 poz. 95) PGE Polska Grupa Energetyczna S.A. is included in the list of enterprises of special significance to the national economy. According to the act on rules for managing state property as of December 16, 2016 (Dz.U. 2016 poz. 2259) PGE shares may not be sold by the State Treasury. This is a stabilising factor for the shareholding structure.

The State Treasury is a shareholding with special control rights. The Company’s articles of association provide special rights for the State Treasury in the following scope:

  • motion to convene a General Meeting,
  • influence over the General Meeting agenda,
  • appointment of a Supervisory Board member through a written statement, with no General Meeting resolution needed.

PGE S.A. share price in 2023

PGE S.A. shares are listed in the main market of the Warsaw Stock Exchange, in the continuous trading system. PGE has the biggest market capitalisation among the Polish power companies in the Warsaw Stock Exchange. PGE shares are included in the most important WSE indexes: WIG20 – the index of the largest and most liquid companies, WIG – the index of all companies from the Main Market, and WIG Energia – the index of power sector companies. In 2019, the WSE started to publish the WIG-ESG (Environment, Social, Governance) index which included companies from WIG20 and mWIG40 indices.

In 2023 PGE shares quotation were in range PLN 5.8600-9.1640. Average market capitalisation (value of all shares of the Company) in 2023 amounted to approx. PLN 16.8 billion. Average trading volume amounted to 2.4 million shares per session and average trading amount reached approx. PLN 17.9 million.

~ PLN 16.8 bn

average market capitalisation (value of all shares of the Company) in 2023

2.4 m shares

average trading volume per session

~ PLN 17.9 m

average trading amount per session

Recommendations of brokerage houses

In 2023, analysts of brokerage houses issued 19 recommendations for PGE S.A. shares – the following table provides a summary of these.

Brokerage house Date Recommendation Target price (PLN) Closing price
on the day of recommendation (PLN)
Societe Generale 2023-01-27 buy 11.30 7.56
Citi 2023-02-03 buy 9.40 6.44
Societe Generale 2023-03-03 buy 14.40 6.39
Trigon 2023-04-23 buy 8.60 6.76
Ipopema 2023-06-30 buy 9.70 7.26
Citi 2023-07-17 buy 9.30 8.32
BM Pekao 2023-07-18 buy 14.10 8.59
BM Santander 2023-07-19 overweigh 10.50 8.45
BM PKO BP 2023-07-24 hold 9.10 8.53
Trigon 2023-08-22 buy 11.10 8.82
BOSSA 2023-09-03 buy 11.00 8.46
BM Santander 2023-09-19 overweigh 10.30 7.50
BM PKO BP 2023-10-16 buy 9.10 6.98
Trigon 2023-10-23 buy 10.22 6.83
BM Santander 2023-11-09 neutral 8.00 7.22
Ipopema 2023-11-16 sell 6.15 7.08
BM Santander 2023-11-27 overweigh 9.30 8.15
BM Pekao 2023-12-07 buy 14.60 8.86
BM PKO BP 2023-12-20 buy 10.50 8.73

Transparency and trust

The main objectives of PGE’s information policy are transparency and cooperation based on mutual trust.

Effective communication with investors and transparency are in the Company’s best interest and contribute to building value for its Shareholders. The activities taken up by PGE S.A. in terms of investor relations are more than regulation requirements. These regulations oblige the Company to meet information duties in terms of periodical and on-going reporting with special consideration of inside information.

In order to satisfy demanding stockholders and investors, we launched a series of additional tools, the aim of which is to eliminate the information asymmetry between the Company and the capital market. These tools are available on the Company’s website, in the Investor Relations’ section in Analyst’s zone

Among others they include:

Presentation of PGE Group’s strategy;

Investor presentation – updated periodically as market needs and expectations arise;

presentations on significant undertakings of the PGE Group (i.e. acquisition of PKP Energetyka S.A., offshore wind farm programme);

An editable xls file, which includes financial and operating data presented in the form of time series starting from the first quarter of 2011 until the latest reporting period.

The following are also published on the website in the section dedicated to investors:

consensus forecasts of brokerage houses;

information on shares, bonds and credit ratings;

information related to corporate governance;

calendar of events.

In addition, the Company publishes preliminary estimated results in periods preceding periodic reporting. These publications include key financial values, operating volumes and information on important one-offs. Each time after the publication of the periodic report, the company organizes a conference for journalists and analysts, which is broadcast live on the Internet. The representatives of the management and the investor relations team also participate in many conferences and meetings held in Poland and abroad, where they establish direct contact with investors.

For investors sensitive to social and environmental issues, who seek interactions between business, finances and the Company’s engagement for the benefit of its surroundings, since 2015 we have been publishing an online integrated report of PGE Capital Group.

PGE with best investor relations in international Institutional Investor survey

The aforementioned activities are aimed at the best possible communication with stakeholders.

Institutional Investor

At the beginning of 2023 PGE S.A. was recognised as the company with the best Investor Relations in Poland in the international Institutional Investor survey, a leading global publisher in the field of finance, conducted for the year 2022.

The distinction was awarded in cooperation with IR Society Poland, an organisation of the investor relations community in Poland.

Along with the award among Polish companies, PGE was rated best among all utilities across the region. PGE took first place in the categories of best investor relations team, best IR programme and best ESG, among others. At the same time, Filip Osadczuk, director of PGE SA’s Investor Relations and ESG Department, took first place individually in the category of best investor relations professional.

The companies’ investor relations were assessed according to the following criteria: usefulness of investor conferences and meetings with investors, results conferences, knowledge of the business and market, ability to respond quickly, authority and credibility, timeliness, consistency and detail of disclosure of financial information.

An analogous award for the best investor relations in Poland for 2023 was also granted to the PGE S.A. investor relations team in December 2023.

The independent study conducted by Institutional Investor for over 20 years is a globally recognized ranking assessing investor relations, brokerage houses and industry professionals. The study, which was the basis for preparing the ranking, involved 271 analysts and managers representing 183 financial institutions. They indicated companies that, in their opinion, represented the highest level of investor relations.

Long distance

Investors act based on various strategies and investment horizons and the capital market, in most cases, is functioning in a rhythm of quarterly results. But energy is an industry which is characterised by long-term planning. This is why the Management Board’s point of view is naturally aligned with long-term shareholders’ perspective.

Of course, in order to implement long-term plans, day-to-day care for the company’s finances is required, which is reflected in quarterly results. Quarterly results publications are an opportunity to monitor the company’s situation and progress in its development.

Over the next years, PGE also intends to publish information on the progress in the implementation of particular elements of the multi-annual strategy. Assumed PGE Group’s objective is to balance all aspects of the business, maximizing the added value for stakeholders.

Best Practices

As a company listed on the Warsaw Stock Exchange, we apply the rules of corporate governance as set out in the Best Practices for WSE-Listed Companies.

You will find more information about corporate governance rules on Warsaw Stock Exchange website: Best Practices of WSE Listed Companies https://www.gpw.pl/dobre-praktyki2021 

Best Practices for WSE-Listed Companies 2021 – the latest version of the Corporate Governance Rules, which applies to companies from July 1, 2021 – came into force. The new Best Practices reflect the current trends and follow European regulations in the area of corporate governance. The changes made take into account the current state of the law and the latest trends in the area of corporate governance, as well as responding to the demands of market participants interested in increasingly better corporate governance by listed companies.

In line with market expectations, ESG issues, including climate protection, sustainability, board diversity and equal pay, are addressed in the new best practices. The updated rules also cover topics such as the expected method of profit distribution, share issues with exclusion of pre-emptive rights or share buybacks. Also new are more precise rules for the submission of draft general meeting resolutions and candidates for the supervisory board.

As a result of the work to identify the current status of the application of the Best Practices for WSE-Listed Companies 2021, a report on the status of PGE’s application of the rules in best practices was prepared and published at the end of July 2021, which can be found at this address https://www.gkpge.pl/dla-inwestorow/lad-korporacyjny 

Aside from applying the rules set out in the Best Practices for WSE-Listed Companies 2021, PGE strives to carry on the best possible communication with capital market participants by publishing materials that meet the needs of investors, such as the periodic results presentations made available each time after the publication of interim reports or the accompanying analyst toolbox with investor messaging and the most relevant financial data of the period.

The Company also publishes financial and operating estimates for each reporting period in the form of current reports, and the Management Board’s earnings conferences are broadcast live online.

Stock Exchange indices

PGE S.A. shares are included in the most important indices of the Warsaw Stock Exchange:

WIG20

bringing together shares of the largest and most liquid companies,

WIG

bringing together all companies from the WSE Main Market and

WIG-Energia

bringing together companies from the energy sector.

Moreover, continuously since 2011, shares of PGE S.A. were included in the RESPECT Index – an index bringing together companies operating in accordance with the best management standards in the field of corporate governance, information governance and investor relations. As of January 1, 2020, the WSE stopped calculating and disclosing the RESPECT Index to the publicOn September 3, 2019, the WSE started publishing the WIG-ESG (Environment, Social, Governance) index, which includes companies from the WIG20 and mWIG40 indices that conduct socially responsible activities. According to the WSE announcement, the last date of publication of the WIG-ESG index was June 28, 2024..

WIG-ESG index was published on the basis of the value of the share portfolio of companies considered to be socially responsible, i.e. those that adhere to the rules of socially responsible business, particularly with respect to environmental, social, economic and corporate governance issues.

The weights of companies in the WIG-ESG index were determined on the basis of the number of free-floating shares taking into account the ESG Ranking (ESG coefficient) and the assessment of compliance with the Code of Best Practice (Code of Best Practice coefficient). PGE shares were included in the WIG-ESG index and their weight in the portfolio was approx. 1.8%.

The ESG ranking of companies, which is one of the criteria for determining the index weights, was created on the basis of Sustainalytics reports. Sustainalytics, an international firm specialising in providing services in the ESG area, determined companies’ scores on the basis of publicly available information published by companies.