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Shareholding structure

As at December 31st, 2016, PGNiG’s share capital was approximately PLN 5.78bn and comprised 5,778,314,857 shares with a par value of PLN 1 per share. Series A shares were ordinary bearer shares and each share conferred the right to one vote at the General Meeting. The State Treasury remains PGNiG’s majority shareholder.

On June 26th, 2008, the disposal by the State Treasury Minister of one PGNiG share in accordance with general rules triggered the eligible employees’ rights to acquire gratuitously a total of up to 750,000,000 PGNiG shares. The start date for executing agreements on the acquisition of gratuitous Company shares was April 6th, 2009 and the rights to acquire gratuitous PGNiG shares by eligible employees expired on October 1st, 2010. As at December 31st, 2016, nearly 60,000 eligible employees subscribed for 728,294,000 shares. The gratuitous Company shares acquired by eligible employees were locked up until July 1st, 2010, whereas trading in gratuitous shares acquired by members of the Company’s Management Board was restricted until July 1st, 2011.

At the end of March 2016, the State Treasury sold 25,063,197 shares in PGNiG to Towarzystwo Finansowe Silesia Sp. z o.o.

Shareholding structure as at the end of 2016

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Shareholder	Number of shares/voting rights attached to the shares as at Dec 31, 2015	Percentage of share capital/total voting rights at the GM as at Dec 31, 2015	Change in 2016	Number of shares/voting rights attached to the shares as at Dec 31, 2016	Percentage of share capital/total voting rights at the GM as at Dec 31, 2016
State Treasury	4,178,771,608	70.83%	(25,065,451)	4,153,706,157	71.88%
Others, including:	1,721,228,392	29.17%	(96,619,692)	1,624,608,700	28.12%
– OFEs (open-end pension funds)	543,721,767	9.22%	(11,331,352)	532,390,415	9.21%
Total	5,900,000,000	100.00%	(121,685,143)	5,778,314,857	100.00%

Institutional investors, primarily open-end pension funds (OFE), pension fund management companies and Polish and foreign mutual funds, held over one-fifth of all shares issued by PGNiG. Nearly 10% of the Company shares were in the portfolios of Polish investors, while more than 11% of the shares were held by foreign institutions – mainly from Europe and the United States. As regards European investors, most PGNiG shares were held by UK entities (over 2%).

Shareholding structure as at the end of 2015 vs 2016

	2015	2016
State Treasury	70.8%	71.9%
Treasury shares	0%	2.1%
OFE	9.2%	9.2%
Others, excluding OFE and treasury shares	20%	16.8%

Shareholding structure by investor type

	2015	2016
State Treasury	70.8%	71.9%
Other shareholdersi	4.4%	3.2%
Retail investors	4%	4.1%
Foreign institutional investors	8%	11.2%
Polish institutional investors	12.9%	9.7%

Substantial holdings of PGNiG shares were included in the portfolios of open-end pension funds, which as at December 30th, 2016 held more than 9% of PGNiG’s equity, valued at just under PLN 3bn. Compared with 2015, their shareholdings were practically unchanged (down by less than 1%). Based on the closing price on the last trading day in 2016, the value of PGNiG shares held by open-end pension funds increased more than PLN 200m relative to 2015.

Percentage of PGNiG’s share capital held by open-end pension funds as at the end of 2016


ING NN OFE	2.16%
Aviva OFE	1.96%
OFE PZU	1.44%
METLIFE OFE	0.89%
AXA OFE	0.67%
ALLIANZ POLSKA OFE	0.34%
GENERALI OFE	0.31%
BANKOWY OFE	0.37%
NORDEA OFE	0.41%
AEGON OFE	0.36%
OFE POCZTYLION	0.16%
PEKAO OFE	0.13%

The funds holding the largest equity interests in PGNiG were those managing the largest portfolios of future pensions, that is Nationale-Nederlanden, AVIVA and PZU Złota Jesień. The share of open-end pension funds in the PGNiG shareholder base increased significantly from the IPO in 2005, when it represented 3.5% of the share capital (valued at PLN 711m). Pension funds are typically long-term investors whose equity portfolios are characterised by low turnover, especially with respect to large dividend-paying companies, such as PGNiG. They have a stabilising effect on the Company’s shareholding structure while limiting its free float, which can translate into lower trading volumes. In the case of PGNiG shares, the daily trading volume averaged PLN 25.5m in 2016, which is a good result considering the low free float.

Shareholding structure by geography


Poland	83.65%
United States	5.45%
Rest of Europe	2.15%
United Kingdom	2.2%
Other unidentified	6.55%

Analysts recommendations with target price in 2016

Number of recommendations:

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2016	13	buy	2015	9	buy
	9	sell		29	sell
	11	hold		11	hold

Relative to 2015, the Company’s coverage by equity analysts shrank noticeably (by over 33% year on year). But, importantly, there was an increase in ‘buy’ recommendations (from 9 in 2015 to 13 in 2016), with a spectacular drop in ‘sell’ recommendations (from 29 to just 9).

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