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Shareholders holding significant blocks of shares

In 2016, the shareholders holding in aggregate more than 45% of the shares included the State Treasury (30.06%), KGHM Polska Miedź S.A. (10.39%) and Nationale-Nederlanden Otwarty Fundusz Emerytalny (5.06%).

The table below depicts the shareholders holding significant blocks of the Company’s shares, as at 31 December 2016 and as at the date of this report.

The main graph depicting the historical shareholder structure can be found HERE.

 

Shareholders holding directly or indirectly significant blocks of shares
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Lp. Shareholder Number of shares held % of share capital Number of votes held % of all votes
1. State Treasury  526 848 384* 30.06% 526 848 384 30.06%
2. KGHM Polska Miedź S.A. 182 110 566** 10.39% 182 110 566 10.39%
3. Nationale-Nederlanden PZU Złota Jesień 88 742 929*** 5.06% 88 742 929 5.06%

According to the shareholder’s notice of 28 February 2013.
** According to the shareholder’s notice of 23 March 2011.
*** According to the shareholder’s notice of 28 March 2011.

 

 

From the date of publication of the previous periodic report, i.e. from 9 November 2016 until the preparation date of the current report, the Company did nor receive any notification from shareholders about changes in the ownership structure of significant blocks of TAURON’s shares.

The following shareholders holding 5% or more votes attended the Ordinary Shareholder Meeting convened on 8 June 2016 and the Extraordinary Shareholder Meeting convened on 15 December 2016:

  1. State Treasury;
  2. KGHM Polska Miedź S.A.;
  3. Nationale-Nederlanden Otwarty Fundusz Emerytalny (formerly ING Otwarty Fundusz Emerytalny).
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Holders of securities with special rights of control

The Company does not issue securities that give special rights of control over the Company.

Restrictions in the exercise of voting rights
  1. Restrictions in the exercise of voting rights described in the Company’s Articles of Association indicate among others that the shareholders holding above 10% of all the votes in the Company may not exercise more than 10% of all the votes in the Company at the Shareholder Meeting.
  1. The restriction of the voting rights referred to in section 1 above does not apply to the State Treasury and State Treasury subsidiaries in the period in which the State Treasury together with its subsidiaries holds the Company’s shares giving it at least 25% of all the votes in the Company.
  2. The votes held by shareholders, between which there is a parental or subsidiary relationship within the meaning of § 10 of the Articles of Association (Group of Shareholders) is cumulative; if the cumulative number of votes exceeds 10% of all the votes in the Company, it is reduced. Vote accumulation and reduction principles are defined in items 6 and 7 below.
  3. Any person, including its parent and subsidiary is a Shareholder within the meaning of § 10 of the Company’s Articles of Association if it directly or indirectly holds voting rights at the shareholder meeting on the basis of any legal title; this also pertains to a person who does not hold the Company’s shares, in particular a user, pledgee, beneficiary of a depository receipt within the meaning of the regulations of the Act of 29 July 2005 on trading financial instruments and a person entitled to participate in a shareholder meeting despite having transferred the shares held after the date of determining the right to participate in a shareholder meeting.
  4. A controlling entity or a subsidiary for the purposes of § 10 of the Company’s Articles of Association is understood respectively as a person:
    • holding the status of a parent or subsidiary or simultaneously holding the status of parent and subsidiary within the meaning of the regulations in the Act of 16 February 2007 on the protection of competition and consumers, or
    • holding the status of a parent, higher ranking parent, subsidiary, lower ranking subsidiary, co-subsidiary or simultaneously holding the status of parent (including higher ranking parent) and subsidiary (including lower ranking subsidiary and co-subsidiary) within the meaning of the Accounting Act of 29 September 1994, or
    • that exerts (parent) or which is subject (subsidiary) to decisive influence within the meaning of the Act of 22 September 2006 on the transparency of financial relations between public authorities and public businesses and on the financial transparency of some businesses, or
    • whose votes stemming from the shares held directly or indirectly in the Company are subject to a cumulative count with the votes held by some other person or persons according to the rules laid down in the Act of 29 July 2005 on public offerings and the conditions for introducing financial instruments on an organized trading system and on public companies in connection with holding, transferring or buying significant equity stakes in the Company.
  5. The cumulative treatment of votes involves summing up the number of votes held by the various shareholders forming part of a Shareholder Group.
  6. Reduction of votes entails diminishing the total number of votes in the Company vested in shareholders at the shareholder meeting forming a Shareholder Group to the 10% threshold of the total votes in the Company. Votes are reduced according to the following rules:
  • the number of votes of the shareholder holding the largest number of votes in the Company among all the shareholders belonging to a Shareholder Group is reduced by the number of votes equal to the surplus above the 10% vote threshold in the Company vested jointly in all the shareholders belonging to the Shareholder Group;
  • if, despite the reduction referred to above, the total number of votes due to shareholders at the shareholder meeting forming a Shareholder Group exceeds the 10% vote threshold in the Company, the votes belonging to the other shareholders belonging to the Shareholder Group are diminished further. Further reduction of votes of individual shareholders takes place in the order determined on the basis of the number of votes held by individual shareholders from a Group of Shareholder (from the biggest to the smallest). Reduction is carried out until the total number of votes held by shareholders in the Group of Shareholders does not exceed 10% of the total number of votes in the Company;
  • in each case a shareholder, whose voting right has been reduced, retains the right to exercise at least one vote;
  • the reduction of the voting rights pertains also to shareholders who are not present at the Shareholder Meeting.
  1. Each shareholder who intends to take part in a Shareholder Meeting, directly or by proxy, is obligated, without a separate request referred to in item 9 below, to notify the Management Board or the Chairperson of the Shareholder Meeting that he/she holds directly or indirectly more than 10% of the total votes in the Company.
  2. Notwithstanding the provisions of item 8 above, in order to determine the basis for vote accumulation and reduction, a Company shareholder, the Management Board, Supervisory Board and individual members of these bodies may demand that a Company Shareholder provide information as to whether he/she is a person having the status of a controlling entity or subsidiary of another shareholder within the meaning of § 10 of the Company’s Articles of Association. The right referred to in the preceding sentence comprises also the right to demand disclosure of the number of votes which a Company shareholder has independently or jointly with other shareholders.
  3. A person who has failed to execute or improperly executed the information duty referred to in items 8 and 9 may exercise the voting right only on one share until the omission in performing the information duty is remedied; such person’s exercise of voting rights from the remaining shares shall be ineffective.

Restrictions regarding the exercise of voting rights are set forth in § 10 of the Company’s Articles of Association, which are available online HERE.

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Restrictions on transferring securities ownership

As at the date of preparation of this report, pursuant to Article 13 of the Act of 16 December 2016 on the Rules for Managing State Property, the State Treasury may not dispose of its shares held in TAURON Polska Energetic S.A. There are no other restrictions on the transfer of ownership title to the Company’s securities.

White certificates white certificates "White" certificates "white" certificates Certificates confirming the saving of a specific quantum of energy as a result of completing investments to enhance energy efficiency.
Biomass biomass Denotes a biodegradable fraction of products, waste and residue from agricultural and forestry production and related branches of industry, including fishing and aquaculture, and biogas and a biodegradable fraction of industrial and communal waste.
Sub peak power generation units sub peak power generation units Power generation units used during a period when the power system has a higher demand for capacity. Power generation units in this class are used from 2000 to 4000 hours a year.
Peak power generation units peak power generation units Power generation units used only during a period when the power system has the highest demand for capacity. Power generation units in this class are used fewer than 2000 hours a year.
Blue certificates blue certificates "Blue" certificates "blue" certificates Certificates confirming the generation of energy from agricultural biomass.
CAPEX Capital expenditures.
Red certificates red certificates "Red" certificates "red" certificates Certificates confirming the generation of energy in highly-efficient coal co-generation.
Net debt net debt Liabilities for loans and borrowings less cash and cash equivalents.
Dividend dividend Portion of a company’s net earnings per share designated for payment to shareholders.
EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization.
Electromobility electromobility Using electric vehicles, both individual vehicles such as an electric car, electric scooter, electric motorcycle and electric bicycle and public transport means: trams, trolleybuses and trains. The assumptions for the Electromobility Development Plan and the domestic framework for the policy of alternative fuel infrastructure development call for there being one million electric vehicles on Polish roads by 2025. TAURON is conducting research and analyses on developing, promoting and disseminating electromobility among Polish nationals, developing the electromobility industry in Poland and in particular collaborating in launching and implementing the findings of scientific and technical work in this area. Moreover, jointly with PGE, Energa and Enea, TAURON has submitted an application to the Office of Competition and Consumer Protection to receive a permit to establish a company called ElectroMobilityPoland to create grounds for developing electromobility.
EMAS EMAS Eco Management and Audit Scheme, an EU instrument to encourage all types of organizations to improve their environmental protection constantly. Functions on the basis of Regulation (EU) no. 1221/2009 of the European Parliament and of the Council of 25 November 2009 on the voluntary participation by organizations in a Community eco-management and audit scheme (EMAS). The EMAS requirements constitute guidelines for organizations to structure their environmental protection duties, optimize costs and effectively manage energy and resources. EMAS is also a system for reporting an organization’s environmental impact making it easier to conduct dialogue in this area with stakeholders. Registration in the EMAS system means that an organization has satisfied the most rigorous environmental requirements.
Prosumer energy prosumer energy Generation of electricity, chiefly for one’s own needs and on a small-scale in installations harnessing renewable energy sources. Households and businesses that do this are called prosumers, meaning that they simultaneously play the role of energy producer and consumer.
Energy from distributed sources energy from distributed sources energii ze źródeł rozproszonych energetyka rozproszona rozproszone wytwarzanie generacja rozproszona energetyki rozproszonej generacji rozproszonej distributed energy Generation of energy by small generation units or facilities connected directly to distribution grids or located in the user’s electrical energy grid that usually generate electricity from renewable energy sources or non-conventional sources, frequently in cogeneration with the generation of thermal energy (distributed cogeneration). The following parties, for instance, may be part of a distributed generation grid: prosumers, energy cooperatives and municipal power plants.
Purple certificates purple certificates "Purple" certificates "purple" certificates Certificates confirming the generation of energy from methane captured in mines.
grid parity Grid parity Signifies the equivalence of the production costs of renewable energy with the energy generated in conventional power plants.
TGE’s FCM Indices Towarowa Giełda Energii (TGE) is the power exchange running the following markets: electricity (Forward Commodity Market - FCM), Day-Ahead Market - DAM, Intraday Market - IDM) and gas (FCMg, DAMg) and the Property Right Market.
smart metering Smart metering Comprehensive and integrated information system encompassing electrical energy smart meters for users of energy, telecommunication infrastructure, central database and management system. Smart metering systems support two-way communication in real time between information systems and electronic electricity meters installed in customers’ locations. Moreover, they may automate the entire billing process for energy users - from obtaining metering data to processing and aggregating them to issuing invoices.
Stakeholder stakeholder stakeholders Natural or legal entity (individual, community, institution, organization, office etc.) which may affect the company or remain under the influence of its actions.
IoT Internet of Things – concept according to which clearly identified objects may directly or indirectly collect, process or exchange data via computer network.
Emergency Cold Reserve IRZ Mechanism introduced by the transmission system operator in 2016. It involves the TSO paying the owners of generation sources which are planned to be withdrawn for keeping them ready to run in response to the operator’s instruction during the anticipated periods of capacity shortage.
ISO 14001 PN-EN ISO 14001:2005 standard PN-EN 14001 standard One of the ISO standards used in managing environmental protection. This standard designated for all organizations regardless of their type and size defines the requirements whose satisfaction supports the achievement of environmental (for instance preventing the emission of pollutants) and economic objectives.
Covenant covenant Contractual clause, order or ban imposed on a borrower to minimize the risk of its invsolvency. Covenents most frequently constitute protection for sources of debt payment to creditors, e.g. by banning further borrowing or disposing of assets.
Aggregate aggregate Bulk organic or mineral material used mainly to produce construction mortar and concrete and build roads.
HV and MV Lines linii WN i SN sieci WN i SN HV - high voltage grid in which the voltage ranges from 110 kV. This grid is used to transmit electrical energy over large distances. MV - medium voltage grid, i.e. an electrical energy grid in which the electrical voltage ranges from 1 kV to 110 kV. Medium voltage is broadly used in electrical energy grids to transmit electrical energy over medium distances and switch energy. It is used as an intermediate voltage between high voltage and low voltage connected to end-users.
Customer loyalization customer loyalization Strategy to acquire and retain customers in this time of growing competition.
Micro-grid micro-grid Electrical energy micro-grid – set of generation equipment, electrical energy storage and receiver units connected in a joint network to ensure the reliable supply of electrical energy and minimize its cost.
Micro-cogeneration micro-cogeneration Technological process involving the cogeneration of thermal and electrical energy based on the utilization of small-scale equipment and medium capacities. Micro-cogeneration may be employed in all facilities in which there is a concurrent need for electrical and thermal energy. The greatest benefits from employing micro-generation are obtained in facilities in which the demand for these two types of energy does not oscillate much or is constant. That is why individual users, hospitals and educational centers, sports centers, hotels and public utilities are usually the most frequent users of cogeneration systems.
MSCI Emerging Markets Europe 10/40 Index Index comprising key companies listed on emerging markets in Europe.
MSCI Poland Index Index comprising more than 20 key companies listed on the Warsaw Stock Exchange.
Best Available Technology BAT The most efficient and sophisticated level of technology development and methods for conducting a given business. BAT are defined for various branches of industry. In the energy sector BAT forms the basis for determining borderline emission quantities, among others, to eliminate, or if that is not practicable, limit emissions and their overall environmental impact.
Sensitive user sensitive user According to the Act entitled Energy Law, a sensitive user is a person to whom a housing allowance has been awarded and who is a party to a comprehensive agreement or electricity sale agreement and who lives in the place where electrical energy is supplied.
Impairment losses impairment losses Losses because of the impairment of non-current assets taken in accordance with the regulations of international accounting IFRS (MSSF) standard.
Corporate Social Responsibility CSR Corporate Social Responsibility – business philosophy and management strategy calling for an organization to take responsibility for the impact exerted by its decisions and actions on society and the environment. Its foundations are rooted in ethical and transparent conduct, taking into consideration the expectations of stakeholders and cultivating good long-term relations with the overall environment. Corporate social responsibility is one of the key methods of achieving sustainable socio-economic development.
PV cells Photovoltaic cell (PV) – semi-conductor material in which the energy of solar radiation is converted into electrical energy.
omni-channel Omni-channel According to the omni-channel idea, the future of commerce is to conduct online sales while simultaneously encouraging customers to make traditional purchases. Online and offline sales during the digital revolution should fluidly penetrate one another.
Operating Capacity Reserve ORM Mechanism of providing operational reserves by the Centrally Discharged Units (JWCD), where they were able to deliver electricity to the system, but for market reasons were not used. It was implemented in Poland in 2014.
RES Renewable energy sources.
PM-RES Property rights to certificates of energy for electrical energy generated in RES.
Polygeneration polygeneration Parallel generation of energy and chemicals.
RESPECT Index Index consisting of companies listed on the Warsaw Stock Exchange to identify companies managed in a responsible and sustainable manner. It takes into account the quality of reporting, the level of investor relations, corporate governance and liquidity, among others, whereby it simultaneously constitutes a real point of reference to measure the attractiveness of companies as investments.
Balancing market balancing market The balancing market is what is referred to as a technical market. That means it is not a place to sell energy. Its purpose is the physical delivery of the energy purchase/sale agreements executed by participants and balancing the demand for electricity with its generation in real time in the national electrical energy system (KSE). The existence of the balancing market is indispensable for the energy market to function. Entities that buy energy have an obligation to participate in this market.
CATALYST Market Catalyst market Bond market. It is run on the transaction platforms of the Warsaw Stock Exchange and BondSpot.
SAIDI System average interruption duration index in the supply of electricity calculated in minutes per user. It is a reliability index whose value is the sum of the products of interruption duration in energy supply and the number of users affected by the consequences of such an interruption during a year divided by the total number of users connected to a grid.
SAIFI System average interruption frequency index of long interruptions in energy supply. It is a reliability index whose value is the number of users affected by the consequences of all such interruptions during a year divided by the total number of users.
Gangue gangue The rock that is extracted from a deposit of a given mineral that is considered to be unusable waste.
Smart City smart city Smart city is a project involving the implementation of specific solutions exerting a real impact on citizens. One example is supplying tools to urban residents to monitor energy consumption, among others. This is possible thanks to the special platform called eLicznik (eMeter). TAURON supplies smart meters, for instance, under the Smart City Wrocław project.
Smart Home smart home System to control a smart home. SMART HOME technologies control burglar alarms, temperature control and electricity supply systems. This is a real-time power consumption monitoring solution that TAURON offers via a platform to check readings from the smart power meter.
Smart grid smart grid Smart electrical energy grids to facilitate communication between participants on the energy market to supply energy services while cutting costs and enhancing efficiency and integrating distributed sources of energy, including renewable energy.
smart metering Smart metering Smart metering system – electronic system used to measure energy consumption obtaining more information than from a conventional meter, and to send and receive data through electronic communication.
small carbonate sorbent Small carbonate sorbent Fine carbonate sorbent (limestone powder) – is a product derived from the process of dehydrating and profound milling of limestone whose active ingredient is calcium carbonate, CaCO3. Fine carbonate sorbent is used in processes to desulfurize flue gas – to remove SOx.
Enterprise Risk Management System ERM Set of rules, standards and tools to accomplish the fundamental objective of risk management i.e. ensuring the security of the TAURON Group’s operations. This system is regulated by the document entitled Enterprise Risk Management System in the TAURON Group, defining the TAURON Group’s enterprise risk management framework and rules.
Tauronet tauronet TAURON Group’s corporate intranet portal, one of the most important tools of communicating with employees. One of the largest platforms of its type in Poland at the time of publishing this report.
CCS Carbon dioxide capture, transport and geological storage technology.
CCU Capture and use (management) of carbon dioxide, eg. in the the chemical industry.
Smart Technology smart technology Control system in a smart home, among others - it is responsible for the safety and living comfort of residents.
Towarowa Giełda Energii S.A. Polish Power Exchange TGE Towarowa Giełda Energii (TGE) (Polish Power Exchange) is the only licensed power exchange in Poland. Presently, TGE runs the following markets: Day-Ahead Market (DAM), Commodity Forward Market with physical delivery (CFM), Property Rights Market for RES and Cogeneration. TGE also keeps a register of the Certificates of Origin for electrical energy produced in RES and in highly efficient cogeneration sources and the CO2 Emission Allowance Market.
Energy Regulatory Office ERO Government authority regulating the Polish energy market (electricity and gas, among others).
Coal winnings coal winnings The rock material taken from the mine face. It includes the mineral and gangue.
WACC Financial ratio - weighted average cost of capital.
WIBOR Warsaw Inter Bank Offered Rate Warsaw Inter Bank Offered Rate - interest rate used on the Polish interbank market for interbank loans.
WIG Index comprising all the companies listed on the Main Market of the Warsaw Stock Exchange that fulfill the basic criteria for inclusion in its indices.
WIG20 Index comprising the 20 largest and most liquid companies listed on the Main Market of the Warsaw Stock Exchange.
WIG30 Index comprising the 30 largest and most liquid companies listed on the Main Market of the Warsaw Stock Exchange.
WIG-Energy Sectoral index comprising companies participating in the WIG index and simultaneously classified in the energy generation sector.
WIG-Poland National index comprising only the domestic companies listed on the Main Market of the Warsaw Stock Exchange that fulfill the basic criteria for inclusion in its indices.
Underground mining pit underground mining pit Space created as a result of mining works.
Highly-efficient cogeneration high-efficiency cogeneration Generating electrical or mechanical energy and usable thermal energy in cogeneration to save the original energy used in the cogeneration unit in an amount no lower than 10% compared to the generation of electrical energy and thermal energy in separate systems or in a cogeneration unit with an installed electricity capacity under 1 MW compared to the generation of electrical energy and thermal energy in separate systems.
Green certificates green certificates "Green" certificates "green" certificates Certificates of origin, i.e. a document that confirms the generation of electricity with renewable energy sources. The green certificate system has been in force in Poland since 1 October 2005 (and has changed in the new RES Act).
Yellow certificates yellow certificates "Yellow" certificates "yellow" certificates Certificate certifying the origin of energy. Operators of cogeneration units fired with gaseous fuels or with a total installed power source of less than 1 MW may be compensated with yellow certificates.
TPA Third Party Access - TPA is one of the most important principles (besides unbundling) on which the deregulated energy market is founded. TPA gives an energy user the right to buy it from any energy seller of its choosing.
EUA CO2 emission unit.
IFRS International Financial Reporting Standards – standards and their interpretations approved by the International Accounting Standards Board (IASB).
RFX Request for proposal.
Global Reporting Index GRI Independent international organization whose mission is to create a joint global framework for communicating responsibility and sustainable development. The GRI guidelines are an international reporting standard for organizations regardless of size, business sector and venue. Their application gives a guarantee of consistency in terminology and indicators.
International Integrated Reporting Council IIRC The International Integrated Reporting Council is an organization whose purpose is to create globally accepted integrated reporting guidelines based on combining financial, environmental, social and corporate governance reporting in a clear, succinct, coherent and comparable format. It consists of global leaders such as the International Federation of Accountants (IFAC), the International Accounting Standards Board, the United Nations Environmental Program (UNEP), the International Organization of Securities Commissions, the World Business Council for Sustainable Development and the Global Reporting Initiative (GRI).
integrated reporting non-financial reporting standard International integrated reporting standard encompassing financial and non-financial data devised by IIRC.

GRI indicators