Shareholders

SHAREHOLDING STRUCTURE

As of December 31, 2020, and as of the date of drawing up this report the Company’s share capital, in accordance with an entry in the National Court Register, stood at PLN 8,762,746,970 and was split into 1,752,549,394 shares with a nominal value of PLN 5 per share, including 1,589,438, 762 ordinary AA series bearer shares and 163,110,632 registered ordinary BB series shares, which, as of March 1, 2021, were dematerialized under the Act of August 30, 2019, on amending the Act – Code of Commercial Companies and certain other acts (Journal of Laws of 2019, item 1798, as amended acc. to Journal of Laws of 2020, item 875).

Since the date of publishing the previous periodic report, i.e. since November 18, 2020, until the date of drawing up this report the Company had not received any notifications from its shareholders of any changes in the ownership structure of the substantial blocks of TAURON shares.

HOLDERS OF SECURITIES PROVIDING SPECIAL CONTROL RIGHTS

The Company did not issue securities that would grant special control rights with respect to the Company.

RESTRICTIONS ON EXERCISING THE VOTING RIGHT

Restrictions on exercising the right to vote are included in § 10 of the Company’s Articles of Association They are formulated in the following way:

1. The voting right of shareholders holding over 10% of total votes in the company shall be limited so that none of them can exercise more than 10% of the total votes in the company at the GM.
2. The restriction on exercising the voting right mentioned in clause 1 above shall not apply to the State Treasury and entities controlled thereby in the period during which the State Treasury, together with entities controlled thereby, hold a number of the company’s shares that entitle them to exercise at least 25% of the total votes in the company.
3. Votes of shareholders who have a parent/subsidiary relationship within the meaning of § 10 of the Articles of Association (Shareholder Cluster) shall be aggregated; in case the aggregate number of their votes exceeds 10% of total votes in the company it shall be subject to reduction. Rules of votes’ aggregation and reduction are defined in clauses 6 and 7 below.
4. A shareholder, in the understanding of § 10 of the Articles of Associations, shall be any party (entity, person), including its parent and subsidiary company, entitled directly or indirectly to a voting right at the GM on the basis of any legal title; it shall also be applicable to a party (entity, person) that does not hold the company’s shares, and in particular to a user, lien holder, party (entity, person) entitled on the basis of a depositary receipt under regulations of the Act of July 29, 2005 on financial instruments trading, as well as a party (entity, person) entitled to take part in the GM in spite of disposing of its shares after the date of establishing (registering) the right to take part in the GM.
5. A parent company and subsidiary company, for the purposes of § 10 of the Company’s Articles of Association, shall be understood, accordingly, as a party (entity, person):
   1. with a status of a controlling undertaking, controlled undertaking or, at the same time, both the status of a controlling undertaking and controlled undertaking in the understanding of the Act of February 16, 2007 on the protection of competition and consumers, or
   2. with a status of a parent company, higher level parent company, subsidiary company, lower-level subsidiary company, co-controlled company or one that has both the status of a parent company (including a higher-level parent company) and the status of a subsidiary (including a lower-level subsidiary company and a co-controlled company) in the understanding of the Act of September 29, 1994 on accounting, or
   3. which has (parent company) or one which is under (subsidiary company) controlling influence in the understanding of the Act of September 22, 2006 on transparency of financial relationships between public bodies and public undertakings and on financial transparency of some undertakings, or
   4. whose votes due to the company’s shares owned directly or indirectly are subject to aggregation with votes of another party (entity, person) or other parties (entities, persons) on conditions defined in the Act of July 29, 2005 on the public offering and the conditions for introducing financial instruments to an organized trading system and on public companies in connection with holding, disposing of or acquiring substantial blocks of the Company’s shares.
6. Aggregation of votes is based on totaling the number of votes held by individual shareholders that are members of the Shareholders’ Cluster.
7. Reduction of votes involves decreasing the total number of votes in the Company that shareholders that are members of the Shareholders’ Cluster, are entitled to exercise at the GM to the level of 10% of total votes in the Company. Reduction of the votes shall take place in accordance with the following rules:
   1. number of votes of a shareholder who holds the largest number of votes in the company among all shareholders that are members of the Shareholders’ Cluster shall be reduced by a number of votes equal to a surplus above 10% of total votes in the company held by all shareholders that are members of the Shareholders’ Cluster,
   2. if, despite the reduction mentioned in 1) above, the total number of votes that shareholders that are members of the Shareholders’ Cluster are entitled to exceeds 10% of the total votes in the company, a further reduction of votes held by other shareholders that are members of the Shareholders’ Cluster shall be made. The further reduction of individual shareholders’ votes shall take place in an order established on the basis of the number of votes that individual shareholders that are members of the Shareholders’ Cluster hold (from the highest to the lowest one). The further reduction shall take place until the total number of votes held by shareholders that are members of the Shareholders’ Cluster does not exceed 10% of the total votes in the Company,
   3. in any case a shareholder whose voting rights have been reduced shall have the right to exercise at least one vote,
   4. restriction on exercising the voting right shall also apply to a shareholder absent at the GM.
8. Each shareholder who is going to take part in the GM, in person or through a proxy, shall be obliged to, without a separate notice mentioned in clause 9 below, notify the Management Board or the Chairperson of the GM that she/he holds, directly or indirectly, more than 10% of the total votes in the Company.
9. Notwithstanding the provisions of clause 8 above, in order to establish the basis for aggregating and reducing the votes, a Company’s shareholder, Management Board, Supervisory Board and individual members of such bodies shall have the right to demand that a shareholder of the Company provide information whether she/he is a party (entity, person) having the status of a parent or subsidiary company towards another shareholder in the understanding of § 10 of the Company’s Articles of Association. The entitlement mentioned in the preceding sentence shall also include the right to demand the revealing of the number of votes that the company’s shareholder holds on its own or jointly with other shareholders of the Company.
10. A party (entity, person) that has failed to fulfill or has fulfilled the information obligation mentioned in clauses 8 and 9 above improperly, shall, until the failure to fulfill the information obligation has been remedied, be able to exercise its voting right with respect to one share only; exercising voting rights with respect to other shares by such party (entity, person) shall be null and void.

RESTRICTIONS ON TRANSFER OF THE OWNERSHIP RIGHT TO SECURITIES

As of December 31, 2020, and as of the date of drawing up this report the Company’s Articles of Association do not envisage restrictions on the transfer of the ownership right to the Company’s securities. However, in accordance with the Act of July 24, 2015 on the control of certain investments (Journal of Laws of 2020, item 117), an entity intending to purchase or achieve a material shareholding or purchase the dominating control over TAURON, which is, in accordance with the Regulation of the Council of Ministers of December 23, 2019, on the list of entities subject to protection and their competent control bodies (Journal of Laws of 2019, item 2501, as subsequently amended), an entity subject to protection, shall, each time, be obligated to submit a notification to the control body – the competent Minister of the State Assets of its intention to do so, unless such obligation rests on other entities.

SEE ALSO:

TAURON shares performance

The Articles of Association of TAURON Polska Energia S.A.