• 102-5
  • 201-4

The table below presents shareholders holding, as of the date of submitting this report, directly or indirectly, substantial blocks of the Company’s shares.

# Shareholders Number of shares held Percentage share in share capital Number of votes held Percentage share in the total number of votes
1. State Treasury 526,848,384 30.06% 526,848,384 30.06%
2. KGHM Polska Miedź 182,110,566 10.39% 182,110,566 10.39%
3. Nationale-Nederlanden Otwarty Fundusz Emerytalny 88,742,929 5.06% 88,742,929 5.06%

 

Since the date of submitting the previous periodical report, i.e. since 13 November 2019, until the date of submitting this integrated report, the Company did not receive any notifications from its shareholders of any changes in the ownership structure of the substantial blocks of TAURON shares.

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

  1. The restrictions regarding the exercise of the voting right are described in detail in the Company’s Articles of Association and they indicate, among others, that the voting right of shareholders holding over 10% of total votes in the Company is limited so that none of them may exercise more than 10% of the total votes in the Company at the General Meeting.
  2. The restriction on exercising the voting right of shareholders holding over 10% of the total votes for the exercise of the voting right to 10% does 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 that have a parent / subsidiary relationship within the meaning of § 10 of the Articles of Association (Shareholder Cluster) are aggregated; in case the aggregate number of their votes exceeds 10% of total votes in the Company, it is subject to reduction. Rules of votes’ aggregation and reduction are defined in items 6 and 7 below.
  4. AA shareholder, within the meaning of § 10 of the Articles of Associations, is any party (entity), including its parent and subsidiary company, entitled directly or indirectly to a voting right at the General Meeting on the basis of any legal title; it is also applicable to a party (entity) that does not hold the Company’s shares, and in particular to a user, lien holder, party (entity) entitled on the basis of a depositary receipt under regulations of the Act of 29 July 2005 on Trading in Financial Instruments, as well as a party (entity) entitled to take part in the General Meeting in spite of disposing of its shares after the date of establishing (registering) the right to take part in the General Meeting.
  5. A parent company and subsidiary company, for the purposes of § 10 of the Company’s Articles of Association, is understood, accordingly, as a party (entity):
    • mwith a status of a controlling undertaking, controlled undertaking or, at the same time, both the status of a controlling undertaking and controlled undertaking within the meaning of the Act of 16 February 2007 on the Protection of Competition and Consumers, or
    • 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) within the meaning of the Act of 29 September 1994 on Accounting, or
    • which has (parent company) or one which is under controlling influence (subsidiary company) within the meaning of the Act of 22 September 2006 on Transparency of Financial Relationships between Public Bodies and Public Undertakings and on Financial Transparency of Some Undertakings, or
    • whose votes due to the Company’s shares owned directly or indirectly are subject to aggregation with votes of another party (entity) or other parties (entities) on conditions defined in the Act of 29 July 2005 on a Public Offering and Conditions of 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 General Meeting to the level of 10% of the total votes in the Company. Reduction of votes takes place in accordance with the following rules:
    • the number of votes of a shareholder that holds the largest number of votes in the Company among all shareholders that are members of the Shareholders’ Cluster is reduced by a number of votes equal to a surplus above 10% of the total votes in the Company held by all shareholders that are members of the Shareholders’ Cluster;
    • if, despite the above mentioned reduction, 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 Cluster is made. The further reduction of individual shareholders’ votes takes place in an order established on the basis of the number of votes that individual shareholders that are members of the Cluster hold (from the highest to the lowest one). The reduction takes 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;
    • in any case, a shareholder whose voting rights have been reduced has the right to exercise at least one vote;
    • restriction on exercising the voting right also applies to a shareholder absent at the General Meeting.
  8. Each shareholder that is going to take part in the General Meeting, in person or through a proxy, is obliged to, without a separate notice mentioned in item 9 below, notify the Management Board or the Chair of the General Meeting that they hold, directly or indirectly, more than 10% of the total votes in the Company.
  9. Notwithstanding the provisions of item 8 above, in order to establish the basis for aggregating and reducing the votes, the Company’s shareholder, Management Board, Supervisory Board, and individual members of such bodies have the right to demand that a shareholder of the Company provide information whether they are a party (entity) having the status of a parent or subsidiary company towards another shareholder within the meaning of § 10 of the Company’s Articles of Association. The entitlement mentioned in the preceding sentence also includes 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) that has failed to fulfill or has fulfilled the information obligation mentioned in items 8 and 9 above improperly, until the failure to fulfill the information obligation has been remedied, is able to exercise its voting right with respect to one share only; exercising voting rights with respect to other shares by such a party (entity) is null and void.

As of the date of drawing up this integrated report, the TAURON’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 24 July 2015 on the Control of Some Investments, an entity intending to purchase or achieve a material shareholding or purchase the dominating control over TAURON, which is an entity subject to protection, is obligated to submit, each time, a notification to the control body – Minister of Energy of its intention to do so, unless such obligation rests on other entities.

Moreover, in accordance with the Act of 16 December 2016 on the Principles of Managing State Assets, the State Treasury may not sell the shares held in TAURON.

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