Integrated Report 2019 | PGE Capital Group

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.

Ownership structure

The PGE Group’s capital is divided into 1 869 760 829 stocks. Our main shareholder is the State Treasury represented by the Minister of State Assets, who holds 1 072 984 098 of the Company’s common stocks, representing 57.39% of the Company’s share capital and entitling to exercise the same number of votes at the General Meeting. The other part, i.e. 796 776 731 of shares, constituting 42.61% of ownership, is specified as shares in free float.

State Treasury 1,072.984 57.4%
Open pension funds
AEGON 27,386 1.5%
ALLIANZ 17,327 0.9%
AVIVA 54,369 2.9%
AXA 19,383 1.0%
BANKOWY 10,883 0.6%
GENERALI 13,926 0.7%
METLIFE 29,474 1.6%
NN 71,227 3.8%
POCZTYLION 3,987 0.2%
PZU 48,653 2.6%
Total 296,616 15.9%
Others 500,160 26.7%

 

Strategic Investor

According to an ordinance of the Prime Minister (document: Dziennik Ustaw of 2017 pos. 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 (document: Dziennik Ustaw of 2016 pos. 2259), PGE shares may not be sold by the State Treasury. This is a stabilising factor for the shareholding structure.

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 share price in 2019

Free float

According to the laws in Poland (Act on trade as of July 29, 2005:  Dziennik Ustaw of 2005 no. 183 pos. 1538), shareholder identities are publicly disclosed when the 5% threshold is exceeded. If a shareholder has less than a 5% stake, there is no requirement to disclose identity.

 

This means that precise identification of the shareholding structure is not possible. Participation in General Meetings is voluntary, whilst dividends are paid out through the National Depository of Securities and brokerage firms. In practice, as a listed company, we treat every investor as a potential shareholder. According to regulations and best practices, we ensure that all investors have equal access to information.

Open pension funds (OFE) are considered, as a rule of thumb, long-term investors – as a part of shareholder ID research, we identified OFE in PGE’s shareholding (as at the data for 2019) – details are presented on the diagram above.

On December 31, 2019, open-ended pension funds held a total of 296.6 million shares of PGE (i.e. 15.9%). According to data from December, NN OFE had the largest stake, with approx. 3.8%, followed by Aviva OFE with approx. 2.9%.

In aggregate, domestic pension funds and the State Treasury held approximately 73% of shares. Thus, the remaining 27% was divided between retail investors (presumably mostly domestic) and institutional investors – TFI investment funds and their foreign equivalents (mutual funds). Shares of PGE Polska Grupa Energetyczna are included in stock market indexes, such as WIG20 – which is why PGE Group’s shareholding structure also includes ETF funds, which replicate the index composition in their portfolios. Moreover, continuously since 2011, PGE S.A.’s shares were also listed in the RESPECT Index – index including Polish companies operating in compliance with best corporate governance, information governance and investors relations standards. As of January 1, 2020, the WSE stopped calculating and publishing the RESPECT Index. On September 3, 2019, the WSE started to publish the WIG-ESG (Environment, Social, Governance) index which includes companies from WIG20 and mWIG40 indices, who carry out socially responsible activities. Companies are assessed in terms of managing ESG (environmental, social, governance) factors, i.e. environmental factors, social responsibility and corporate governance, information governance and investors relations.

ESG factors are starting to play an increasingly important role in listed companies – the creation of the WIG-ESG index, which also includes PGE, reflects this trend. Investors closely monitor the activities and plans of companies in terms of environmental, social and governance principles, and then translate their assessments into real investment decisions. We want to meet these expectations and communicate transparently with the market.

Paweł Strączyński
CFO

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 stockholders. The activities taken up by us 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.

  • PGE publishes a complex presentation titled “PGE in transition”, which provides broad information on the Company’s market environment, regulations in the energy sector and the PGE Capital Group itself. It is also a very good material for investors sensitive to environmental issues, who seek information on our impact on the natural environment and our related duties;
  • The Company has also prepared 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.
  • In addition, the Company publishes preliminary estimated results in periods preceding quarterly reporting. These publications include key financial values, operating volumes and information on important one-offs.
  • 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, we are publishing an online integrated report of PGE Capital Group from 2015.

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.

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