1. General Information
1.1. Company name, core business and key registry data
Polskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjna (“PGNiG S.A.”, “the Company”, “the Parent”), registered office at ul. Marcina Kasprzaka 25, 01-224 Warsaw, Poland, is the Parent of the PGNiG Group (“the PGNiG Group”, “the Group”).
On October 30th 1996, the Company was entered in the commercial register maintained by the District Court for the Capital City of Warsaw, 14th Commercial Division, under No. RHB 48382. Currently, the Company is entered in the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw, 12th Commercial Division of the National Court Register, under No. KRS 0000059492. The Company’s Industry Identification Number REGON is 012216736 and its Tax Identification Number NIP is 525-000-80-28.
PGNiG S.A. shares are listed on the Warsaw Stock Exchange (“WSE”). The Company’s core business includes exploration for and production of crude oil and natural gas, import, storage and sale of gas fuels, as well as trade in electricity.
The PGNiG Group is the only vertically integrated company in the Polish gas sector, holding the leading position in all segments of the country’s gas industry. It is also a significant domestic producer of heat and electricity. The scope of the PGNiG Group’s business comprises oil and gas exploration, oil and gas production from deposits in Poland, as well as import, storage and distribution of and trade in gas fuels. The PGNiG Group is the main importer of gas fuel from Russia, Germany and the Czech Republic and the main producer of natural gas from Polish deposits. The Company’s upstream operations are one of the key contributors to PGNiG’s competitive position on the liberalised gas market in Poland.
The trade in and distribution of natural gas and heat, which together with natural gas and crude oil production constitute the core business of the PGNiG Group, are regulated by the Polish Energy Law. For this reason, the Group’s operations require licence and a significant portion of its revenue depends on the tariff rates for gas fuels approved by the President of the Energy Regulatory Office. Exploration and production activities are conducted under licence, subject to the provisions of the Polish Geological and Mining Law.
1.2. Duration of the PGNiG Group
The Parent and the Group subsidiaries were incorporated for an unspecified time.
1.3. Period covered by these consolidated financial statements
These consolidated financial statements present data as at December 31st 2013 and for the period January 1st–December 31st 2013, with comparative financial data for the relevant periods of 2012.
1.4. Structure of the Group
As at December 31st 2013, the Group comprised PGNiG S.A. (the Parent), and 30 production and service companies, including:
- 22 direct subsidiaries of PGNiG S.A.,
- 8 indirect subsidiaries of PGNiG S.A.
The list of the PGNiG Group companies as at December 31st 2013 is presented in the table below.
| No. | Company name | Share capital (PLN)1) | Value of shares held by PGNiG S.A. (PLN)1) | Ownership interest (%): | |
|---|---|---|---|---|---|
| equity | voting rights | ||||
| PGNiG S.A.’s direct subsidiaries | |||||
| 1 | BSiPG Gazoprojekt S.A. | 4,000,000 | 900 | 22.5%2) | 22.5%2) |
| 2 | Exalo Drilling S.A. | 981,500,000 | 981,500,000 | 100% | 100% |
| 3 | GEOFIZYKA Kraków S.A. | 64,400,000 | 64,400,000 | 100% | 100% |
| 4 | GEOFIZYKA Toruń S.A. | 66,000,000 | 66,000,000 | 100% | 100% |
| 5 | Geovita S.A. | 86,139,000 | 86,139,000 | 100% | 100% |
| 6 | Operator Systemu Magazynowania Sp. z o.o. | 15,290,000 | 15,290,000 | 100% | 100% |
| 7 | PGNiG Serwis Sp. z o.o. | 9,995,000 | 9,995,000 | 100% | 100% |
| 8 | PGNiG Technologie S.A. | 182,127,240 | 182,127,240 | 100% | 100% |
| 9 | PGNiG TERMIKA S.A. | 670,324,950 | 670,324,950 | 100% | 100% |
| 10 | Polska Spółka Gazownictwa Sp. z o.o. | 10,454,206,550 | 10,454,206,550 | 100% | 100% |
| 11 | PGNiG Finance AB | 500,000 (SEK) | 500,000 (SEK) | 100% | 100% |
| 12 | PGNiG Sales & Trading GmbH | 10,000,000 (EUR) | 10,000,000 (EUR) | 100% | 100% |
| 13 | PGNiG Upstream International AS | 1,092,000,000 (NOK) | 1,092,000,000 (NOK) | 100% | 100% |
| 14 | Polish Oil and Gas Company - Libya B.V. | 20,000 (EUR) | 20,000 (EUR) | 100% | 100% |
| 15 | Biogazownia Ostrowiec Sp. z o.o. w likwidacji (in liquidation) | 165 | 165 | 100% | 100% |
| 16 | BUD-GAZ P.P.U.H. Sp. z o.o. w likwidacji (in liquidation) | 51.76 | 51.76 | 100% | 100% |
| 17 | NYSAGAZ Sp. z o.o. | 9,881,000 | 6,549,000 | 66.28% | 66.28% |
| 18 | PGNiG Obrót Detaliczny Sp. z o.o. | 1,000,000 | 1,000,000 | 100% | 100% |
| 19 | PGNiG SPV 5 Sp. z o.o. | 250 | 250 | 100% | 100% |
| 20 | PGNiG SPV 6 Sp. z o.o. | 250 | 250 | 100% | 100% |
| 21 | PGNiG SPV 7 Sp. z o.o. | 250 | 250 | 100% | 100% |
| 22 | Polskie Elektrownie Gazowe Sp. z o.o. w likwidacji (in liquidation) | 1,212,000 | 1,212,000 | 100% | 100% |
| PGNiG S.A.’s indirect subsidiaries | |||||
| 23 | CHEMKOP Sp. z o.o. | 3,000,000 | 2,565,350 | 85.51% | 85.51% |
| 24 | GAZ Sp. z o.o. | 300 | 240 | 80% | 80% |
| 25 | Powiśle Park Sp. z o.o. | 81,131,000 | 81,131,000 | 100% | 100% |
| 26 | Zakład Gospodarki Mieszkaniowej Sp. z o.o. | 1,806,500 | 1,806,500 | 100% | 100% |
| 27 | Oil Tech International F.Z.E. | 20,000 (USD) | 20,000 (USD) | 100% | 100% |
| 28 | Poltava Services LLC | 20,000 (EUR) | 19,800 (EUR) | 99% | 99% |
| 29 | PT Geofizyka Toruń Indonezja LLC w likwidacji (in liquidation) | 8,773,000,000 (IDR) | 4,825,150,000 (IDR)3) | 55% | 55% |
| 30 | XOOL GmbH | 500,000 (EUR) | 500,000 (EUR) | 100% | 100% |
1) Unless stated otherwise.
2) PGNiG S.A. holds a 22.50% direct interest in the share capital of BSiPG Gazoprojekt S.A., while its indirect interest through PGNiG Technologie S.A. is 52.50%. PGNiG S.A. has the right to appoint the majority of the company's Supervisory Board members.
3) The company’s share capital, which following translation into USD amounts to USD 1,000 thousand, has been partly paid up by Geofizyka Toruń Sp. z o.o.: by December 31st 2012 Geofizyka Toruń Sp. z o.o. had paid USD 40.7 thousand.
1.5. Consolidated data
These financial statements contain consolidated data of the Parent, its 14 subsidiaries (of which three are parents of their own groups), one associate and one jointly-controlled entity.
Consolidated entities of the Group as at December 31st 2013
| No. | Company name | Country | % ownership interest of PGNiG S.A. | |
|---|---|---|---|---|
| Dec 31 2013 | Dec 31 2012 | |||
| PGNiG S.A. (Parent) | Poland | |||
| Direct subsidiaries of PGNiG S.A. | ||||
| 1 | BSiPG Gazoprojekt S.A.1) | Poland | 75.00% | 75.00% |
| 2 | Exalo Drilling Group (formerly PGNiG Poszukiwania Group)2) | Poland | 100.00% | 100.00% |
| 3 | GEOFIZYKA Kraków S.A. | Poland | 100.00% | 100.00% |
| 4 | GEOFIZYKA Toruń S.A. | Poland | 100.00% | 100.00% |
| 5 | Geovita S.A. | Poland | 100.00% | 100.00% |
| 6 | Operator Systemu Magazynowania Sp. z o.o. | Poland | 100.00% | 100.00% |
| 7 | PGNiG Serwis Sp. z o.o. | Poland | 100.00% | 100.00% |
| 8 | PGNiG Technologie S.A. | Poland | 100.00% | 100.00% |
| 9 | PGNiG TERMIKA S.A.3) | Poland | 100.00% | 99.99% |
| 10 | Polska Spółka Gazownictwa Group (formerly PGNiG SPV 4 Group)4) | Poland | 100.00% | - |
| 11 | PGNiG Finance AB | Sweden | 100.00% | 100.00% |
| 12 | PGNiG Sales&Trading Group5) | Germany | 100.00% | 100.00% |
| 13 | PGNiG Upstream International AS (formerly PGNiG Norway AS) | Norway | 100.00% | 100.00% |
| 14 | Polish Oil And Gas Company – Libya B.V. | The Netherlands | 100.00% | 100.00% |
| 15 | Dolnośląska Spółka Gazownictwa Sp. z o.o.4) | Poland | - | 100.00% |
| 16 | Górnośląska Spółka Gazownictwa Sp. z o.o.4) | Poland | - | 100.00% |
| 17 | INVESTGAS S.A.6) | Poland | - | 100.00% |
| 18 | Karpacka Spółka Gazownictwa Sp. z o.o.4) | Poland | - | 100.00% |
| 19 | Mazowiecka Spółka Gazownictwa Group4), 7) | Poland | - | 100.00% |
| 20 | PGNiG Energia S.A.8) | Poland | - | 100.00% |
| 21 | Pomorska Spółka Gazownictwa Sp. z o.o.4) | Poland | - | 100.00% |
| 22 | Poszukiwania Naftowe Diament Sp. z o.o.9) | Poland | - | 100.00% |
| 23 | Poszukiwania Nafty i Gazu Jasło S.A.9) | Poland | - | 100.00% |
| 24 | Poszukiwania Nafty i Gazu Kraków Group 9), 10) | Poland | - | 100.00% |
| 25 | Poszukiwania Nafty i Gazu NAFTA S.A.9) | Poland | - | 100.00% |
| 26 | Wielkopolska Spółka Gazownictwa Sp. z o.o4) | Poland | - | 100.00% |
| 27 | Zakład Robót Górniczych Krosno Sp. z o.o.9) | Poland | - | 100.00% |
| Equity-accounted jointly-controlled and associated entities | ||||
| 28 | GAS - TRADING S.A. | Poland | 43.41% | 43.41% |
| 29 | SGT EUROPOL GAZ S.A.11) | Poland | 49.74% | 49.74% |
1) PGNiG S.A. holds a 22.50% direct interest in the share capital of BSiPG Gazoprojekt S.A., while its indirect interest through PGNiG Technologie S.A. is 52.50%. PGNiG S.A. has the right to appoint the majority of the company’s Supervisory Board members.
2) The Exalo Drilling Group comprises Exalo Drilling S.A. and its subsidiaries: Oil Tech International-F.Z.E. and Poltava Services LLC.
3) PGNiG S.A.’s ownership interest in PGNiG Termika, excluding treasury shares held for retirement.
4) The Polska Spółka Gazownictwa Group comprises Polska Spółka Gazownictwa Sp. z o.o. (on July 1st 2013, PGNiG SPV 4 Sp. z o.o. merged with six gas distribution companies, that is Dolnośląska Spółka Gazownictwa Sp. z o.o., Górnośląska Spółka Gazownictwa Sp. z o.o., Karpacka Spółka Gazownictwa Sp. z o.o., Mazowiecka Spółka Gazownictwa Sp. z o.o., Pomorska Spółka Gazownictwa Sp. z o.o. and Wielkopolska Spółka Gazownictwa Sp. z o.o.), and its subsidiaries Powiśle Park Sp. z o.o. and GAZ Sp. z o.o.
5) The PGNiG Sales &Trading Group comprises PGNiG Sales &Trading GmbH and its subsidiary XOOL GmbH.
6) On July 1st 2013, INVESTGAS S.A. merged with Operator Systemu Magazynowania Sp. z o.o. (Operator Systemu Magazynowania Sp. z o.o. was the acquiring company);
7) The Mazowiecka Spółka Gazownictwa Group comprised Mazowiecka Spółka Gazownictwa Sp. z o.o. and its subsidiary Powiśle Park Sp. z o.o.
8) On July 23rd 2013, PGNiG Energia S.A. merged with PGNiG S.A. (PGNiG S.A. was the acquiring company);
9) Since February 1st 2013, these have operated as branches of Exalo Drilling S.A.
10) Prior to February 1st 2013, the Poszukiwania Nafty i Gazu Kraków Group comprised Poszukiwania Nafty i Gazu Kraków S.A. and its subsidiaries: Oil Tech International-F.Z.E. and Poltava Services LLC.
11) Including a 48.00% direct interest and a 1.74% interest held indirectly through GAS-TRADING S.A.
1.6. Changes in the Group’s structure, including changes resulting from mergers, acquisitions or disposals of Group entities, as well as long-term investments, demergers, restructurings or discontinuation of operations
The most important changes in the structure of the PGNiG Group in 2013 included:
- On January 2nd 2013, the Extraordinary General Meeting of BUD-GAZ PPUH Sp. z o.o. resolved to wind up the company and begin the liquidation process;
- On January 25th 2013, the Extraordinary General Meeting of PGNiG Poszukiwania S.A. resolved to amend the company’s Articles of Association by changing the company name to Exalo Drilling S.A. The amendment was registered with the National Court Register on February 6th 2013;
- On February 1st 2013, the merger of PGNiG Poszukiwania S.A. with five drilling and well service companies from the PGNiG Group (PNiG Kraków S.A., PNiG NAFTA S.A., PNiG Jasło S.A., PN Diament Sp. z o.o. and ZRG Krosno Sp. z o.o.) was registered with the National Court Register;
- On February 15th 2013, the Extraordinary General Meeting of PGNiG SPV 4 Sp. z o.o. resolved to increase the company’s share capital by PLN 990,000, to PLN 995,000, by way of an issue of 19,800 new shares with a par value of PLN 50 per share, which were subscribed for by PGNiG S.A. and fully paid for with cash. The share capital increase was registered with the National Court Register on March 6th 2013;
- On February 28th 2013, the Extraordinary General Meeting of PGNiG TERMIKA S.A. resolved to increase the company’s share capital by PLN 33,984,000, to PLN 896,300,000, by way of an issue of 3,398,400 Series D shares. All new issue shares were subscribed for by PGNiG S.A. The increase was registered with the National Court Register on March 22nd 2013. In addition, a formal procedure to purchase 391 shares from minority shareholders under Art. 418 of the Commercial Companies Code was underway. Upon its completion, on May 13th 2013, the Extraordinary General Meeting of PGNiG TERMIKA S.A. resolved to retire all of the company’s 24,630,000 treasury shares without consideration. Also, a resolution was passed to reduce the company’s share capital by PLN 246,300,000 - from PLN 896,300,000 to PLN 650,000,000. These changes were registered with the National Court Register on May 27th 2013; the court also registered PGNiG S.A. as the only shareholder in the company;
- Following a resolution of the Extraordinary General Meeting of Biogazownia Ostrowiec Sp. z o.o., passed on December 14th 2012, to increase the company’s share capital from PLN 105,000 to PLN 165,000 by way of an issue of 1,200 new shares with a par value of PLN 50 per share, on March 5th 2013 the share capital increase was registered with the National Court Register. All new issue shares were subscribed for by PGNiG Energia S.A., the company’s sole shareholder, and paid for with a cash contribution of PLN 60,000, made by contractual set-off of Biogazownia Ostrowiec Sp. z o.o.’s liabilities towards PGNiG Energia S.A. under a loan against the amount payable by PGNiG Energia S.A. for the shares;
- On March 27th 2013, the General Meeting of PGNiG Norway AS resolved to amend the company’s Articles of Association by changing the company name to PGNiG Upstream International AS. On May 23rd 2013, the change of the company name (amendment to its Articles of Association) from PGNiG Norway AS to PGNiG Upstream International AS was formally registered;
- Pursuant to an agreement of April 15th 2013 executed between the State Treasury and INVESTGAS S.A., the latter acquired further 307 shares in Ośrodek Badawczo-Rozwojowy Górnictwa Surowców Chemicznych CHEMKOP Sp. z o.o. (shares that were not subscribed for by the eligible employees or their heirs). The shares were acquired upon the execution of the agreement. Thus INVESTGAS S.A.’s interest in the company’s share capital increased from 85% to 85.51%;
- On May 14th 2013, the Extraordinary General Meeting of Biogazownia Ostrowiec Sp. z o.o. resolved to wind up the company and begin the liquidation process. The liquidation was registered with the National Court Register on July 29th 2013;
- On May 24th 2013, the Extraordinary General Meeting of PGNiG SPV 4 Sp. z o.o. (acquiring company) passed a resolution to merge with Karpacka Spółka Gazownictwa Sp. z o.o., Górnośląska Spółka Gazownictwa Sp. z o.o., Mazowiecka Spółka Gazownictwa Sp. z o.o., Wielkopolska Spółka Gazownictwa Sp. z o.o., Pomorska Spółka Gazownictwa Sp. z o.o., Dolnośląska Spółka Gazownictwa Sp. z o.o. (target companies). The merger was effected under Art. 492.1.1 of the Commercial Companies Code through transfer of all assets and obligations of the target companies to the acquiring company in exchange for shares which the acquiring company would issue to the shareholder of the target companies (merger through acquisition). On May 24th 2013, the Extraordinary General Meetings of the target companies passed resolutions to approve the merger. The merger was registered with the National Court Register on July 1st 2013. Following the transaction, the share capital of PGNiG SPV 4 Sp. z o.o. was increased from PLN 995,000 to PLN 10,454,206,550.
- On May 28th 2013, the Extraordinary General Meeting of Operator Systemu Magazynowania Sp. z o.o. (acquiring company) passed a resolution to merge with INVESTGAS S.A. (target company), the merger to be effected under Art. 492.1.1 of the Commercial Companies Code through transfer of all assets of the target company (merger through acquisition) to the acquiring company in exchange for shares in its increased share capital. On May 28th 2013, the Extraordinary General Meeting of INVESTGAS S.A. passed relevant resolutions to approve the merger. The merger was registered with the National Court Register on July 1st 2013. Following the transaction, the share capital of Operator Systemu Magazynowania Sp. z o.o. was increased from PLN 5,000,000 to PLN 15,290,000;
- On June 13th 2013, the Extraordinary General Meeting of PGNiG Technologie S.A. passed a resolution to increase the company’s share capital by PLN 15,213,240, to PLN 182,127,240. All new issue shares were subscribed for by PGNiG S.A. and paid for with a contribution of 21,000 shares in BSiPG Gazoprojekt S.A. The changes were registered with the National Court Register on June 21st 2013. Following the transaction, PGNiG S.A.’s direct interest in the share capital of BSiPG Gazoprojekt S.A. fell to 22.50%, while its indirect interest through PGNiG Technologie S.A. was 52.50%.
- On June 26th 2013, the Extraordinary General Meeting of PGNiG S.A. approved the merger, to be effected under Art. 492.1.1 of the Commercial Companies Code, of PGNiG Energia S.A. as the target company with PGNiG S.A. as the acquiring company, through transfer, by way of universal succession, of all assets of the target company (including 14,100,000 shares in Elektrociepłownia Stalowa Wola S.A. and all shares in Biogazownia Ostrowiec Sp. z o.o. w likwidacji (in liquidation) held by PGNiG Energia S.A.), to the acquiring company as the sole shareholder of the target company, and dissolution of the target company without a liquidation procedure (merger through acquisition), pursuant to Art. 515.1 of the Commercial Companies Code, that is without increasing the share capital of the acquiring company. The Extraordinary General Meeting of PGNiG Energia S.A. gave its relevant approvals on June 28th 2013. The merger was registered with the National Court Register on July 23rd 2013;
- On August 12th 2013, by virtue of a resolution of the Extraordinary General Meeting, the name of PGNiG SPV 4 Sp. z o.o. was changed to Polska Spółka Gazownictwa Sp. z o.o. The change was registered with the National Court Register on September 12th 2013;
- On August 22nd 2013, the Extraordinary General Meeting of Polskie Elektrownie Gazowe Sp. z o.o. resolved to wind up the company and begin the liquidation process. The liquidation was registered with the National Court Register on October 7th 2013;
- On October 30th 2013, the Extraordinary General Meeting of PGNiG TERMIKA S.A. passed Resolution No. 1 to increase the share capital of PGNiG TERMIKA S.A. from PLN 650,000,000 to PLN 670,324,950, that is by PLN 20,324,950. The increase was effected by way of an issue of 2,032,495 Series E shares with a par value of PLN 10 per share, numbered from 0 000 001 to 2 032 495. All Series E shares were fully covered with an in-kind contribution in the form of 14,100,000 registered non-preference shares with a par value of PLN 1 per share, in Elektrociepłownia Stalowa Wola S.A. of Stalowa Wola. The increase of PGNiG TERMIKA S.A.’s share capital was registered with the National Court Register on November 20th 2013;
- On October 31st 2013, a new company under the name of PGNiG Obrót Detaliczny Sp. z o.o. was established. All shares in the company were subscribed for by its sole shareholder PGNiG S.A. The company’s share capital was PLN 1,000,000 and was divided into 10,000 shares with a par value of PLN 100 per share. The company was registered with the National Court Register on December 3rd 2013;
- On November 21st 2013, a new company under the name of PGNiG SPV 5 Sp. z o.o. was established. All shares in the company were subscribed for by its sole shareholder PGNiG S.A. The company’s share capital was PLN 250,000 and was divided into 2,500 shares with a par value of PLN 100 per share. The company was registered with the National Court Register on December 13th 2013;
- On November 21st 2013, a new company under the name of PGNiG SPV 6 Sp. z o.o. was established. All shares in the company were subscribed for by its sole shareholder PGNiG S.A. The company’s share capital was PLN 250,000 and was divided into 2,500 shares with a par value of PLN 100 per share. The company was registered with the National Court Register on December 11th 2013;
- On November 21st 2013, a new company under the name of PGNiG SPV 7 Sp. z o.o. was established. All shares in the company were subscribed for by its sole shareholder PGNiG S.A. The company’s share capital was PLN 250,000 and was divided into 2,500 shares with a par value of PLN 100 per share. The company was registered with the National Court Register on December 9th 2013.
1.7. Composition of the PGNiG Management Board
As at December 31st 2013, the PGNiG Management Board consisted of four members:
- Jarosław Bauc – Vice-President, Finance,
- Jerzy Kurella – Vice-President, Trade,
- Andrzej Parafianowicz – Vice-President, Corporate Affairs,
- Zbigniew Skrzypkiewicz – Vice-President, Exploration & Production.
In the period from January 1st 2013 to the date of these financial statements, the following changes occurred in the composition of the PGNiG Management Board:
- On January 22nd 2013, Mr Sławomir Hinc resigned, with effect as of March 31st 2013, from his position as Member of the PGNiG Management Board. The reason for the resignation was his appointment as President (CEO) of PGNiG Upstream International AS (formerly: PGNiG Norway AS), PGNiG S.A.’s subsidiary, with effect as of April 1st 2013;
- On February 27th 2013, the PGNiG Supervisory Board appointed Mr Krzysztof Bocian as Vice-President, Exploration & Production, and Mr Jacek Murawski as Vice-President, Finance, with effect as of April 1st 2013, for a joint term of office expiring on March 13th 2014. Following the receipt of Mr Krzysztof Bocian’s declaration on avoidance of the legal effects of acceptance of the position, on April 2nd 2013 the PGNiG Supervisory Board resolved to cancel the resolution to appoint Mr Krzysztof Bocian as Vice-President of the PGNiG Management Board for Exploration & Production and to close the recruitment process with the position left vacant.
- On April 29th 2013, the PGNiG Supervisory Board removed Ms Grażyna Piotrowska-Oliwa from her position as President of the PGNiG Management Board. On the same day, Mr Radosław Dudziński was removed from his position as Vice-President of the PGNiG Management Board for Trade. The reason for their removal was the negative assessment of the members’ performance in connection with the signing of a Memorandum of Understanding between SGT EUROPOL GAZ S.A. and OOO Gazprom Export, on evaluation of the economic viability of potential construction of the Yamal II gas pipeline (the Memorandum was signed in Petersburg on April 4th 2013). Concurrently, Mr Mirosław Szkałuba, Member of the PGNiG Management Board, was delegated to coordinate the Management Board’s activities until appointment of the new president, and steps were promptly taken to initiate the recruitment process for new Management Board members.
- On June 11th 2013, the PGNiG Supervisory Board appointed Mr Jerzy Kurella as Vice-President of the PGNiG Management Board for Trade, with effect as of June 14th 2013,and resolved to close the recruitment procedure for the position of President of the PGNiG Management Board without selecting any candidate;
- On July 1st 2013, the PGNiG Supervisory Board appointed Mr Jerzy Kurella, Vice-President, as acting President of the Management Board until the new president is appointed;
- On September 16th 2013, Mr Zbigniew Skrzypkiewicz, Member of the PGNiG Supervisory Board, was delegated by the PGNiG Supervisory Board to temporarily serve as Member of the PGNiG Management Board for Corporate Affairs in the period from September 16th to December 16th 2013;
- On December 20th 2013, Mr Mirosław Szkałuba resigned from his position of Management Board Member, with effect from December 20th 2013, without stating reasons for his resignation.
- On December 30th 2013, the PGNiG Supervisory Board removed the Company’s Management Board, composed of:
- Mr Jerzy Kurella – Vice-President, Trade, and acting President of the PGNiG Management Board;
- Mr Jacek Murawski – Vice-President, Finance.
- Mr Mariusz Zawisza – President (appointment effective as of January 1st 2014),
- Mr Jarosław Bauc – Vice-President, Finance (appointment effective as of December 30th 2013),
- Mr Jerzy Kurella – Vice-President, Trade (appointment effective as of December 30th 2013),
- Mr Andrzej Parafianowicz – Vice-President, Corporate Affairs (appointment effective as of December 31st 2013).
- Mr Zbigniew Skrzypkiewicz – Vice-President, Exploration and Production (appointment effective as of December 31st 2013).
Subsequent to December 31st 2013, until the date of release of these financial statements, there were no changes in the composition of the PGNiG Management Board, save for the appointment of Mr Mariusz Zawisza as its President.
1.8. Commercial proxies
As at December 31st 2013, Ms Violetta Jasińska-Jaśkowiak served as commercial proxy for PGNiG S.A., appointed by the Management Board on December 20th 2013.
She was granted a joint power of proxy, which means that the actions taken by the commercial proxy will only be legally effective if she acts jointly with a Member of the PGNiG Management Board.
Subsequent to December 31st 2013, until the date of release of these financial statements, there were no changes with respect to commercial proxies for PGNiG S.A.
1.9. Composition of the PGNiG Supervisory Board
As at December 31st 2013, the Supervisory Board consisted of eight members:
- Wojciech Chmielewski – Chairman,
- Marcin Moryń – Deputy Chairman,
- Mieczysław Kawecki – Secretary,
- Agnieszka Chmielarz – Member,
- Józef Głowacki – Member,
- Janusz Pilitowski – Member,
- Ewa Sibrecht-Ośka – Member,
- Jolanta Siergiej – Member.
In the period from January 1st 2013 to the date of release of these financial statements, the following changes occurred in the composition of the PGNiG Supervisory Board:
- On June 26th 2013, the General Meeting of PGNiG S.A. removed Mr Mieczysław Puławski from the Supervisory Board and appointed Mr Zbigniew Skrzypkiewicz as a new Supervisory Board Member.
- On September 16th 2013, Mr Zbigniew Skrzypkiewicz, Member of the PGNiG Supervisory Board, was delegated by the PGNiG Supervisory Board to temporarily serve as Member of the PGNiG Management Board for Corporate Affairs in the period from September 16th to December 16th 2013;
- On December 30th 2013, PGNiG S.A. was notified that Mr Zbigniew Skrzypkiewicz had resigned from the PGNiG Supervisory Board without stating any reason for doing so, with effect as of December 30th 2013.
1.10. Shareholder structure of PGNIG SA
As at the date of release of these consolidated financial statements for 2013, the State Treasury was the only shareholder holding 5% or more of total voting rights at the General Meeting of PGNiG S.A.
PGNIG S.A.’s shareholder structure was as follows:
| Shareholder | Number of shares as at Dec 31 2012 | % ownership interest in share capital/voting rights as at Dec 31 2012 | Change in % ownership interest in share capital/voting rights in the period Jan 1−Dec 31 2013 | % ownership interest in share capital/voting rights as at Dec 31 2013 | Number of shares as at Dec 31 2013 |
|---|---|---|---|---|---|
| State Treasury | 4,271,810,954 | 72.40% | -0.001% | 72.40% | 4,271,740,477 |
| Other shareholders | 1,628,189,046 | 27.60% | 0.001% | 27.60% | 1,628,259,523 |
| Total | 5,900,000,000 | 100.00% | 0.00% | 100.00% | 5,900,000,000 |
1.11. Going-concern assumption
These consolidated financial statements have been prepared based on the assumption that the Group will continue as a going concern in the foreseeable future. As at the date of approval of these financial statements, no circumstances were identified which would indicate any threat to the Group’s continuing as a going concern.
1.12. Business combinations of commercial-law companies
In the period covered by these financial statements, there were no business combinations involving the Group and any other companies under commercial law.
1.13. Approval of the financial statements
These financial statements will be submitted to the Parent's Management Board for approval and release on March 5th 2014.
