EXPLANATORY NOTES
22. Issued capital and other items of equity
22.1. Issued capital
AA bearer shares – 1 589 438 762 9 14 304 949 cash/in-kind contribution
BB registered shares – 163 110 632 9 1 467 996 in-kind contribution
Total 1 752 549 394 15 772 945
A registered shares – 255 000 1 255 cash
B registered shares – 6 697 999 312 1 6 697 999 in-kind contribution
C registered shares – 3 526 647 223 1 3 526 648 in-kind contribution
D registered shares – 2 792 245 893 1 2 792 246 in-kind contribution
E registered shares – 475 106 055 1 475 106 in-kind contribution
F registered shares – 10 862 150 1 10 862 in-kind contribution
G registered shares – 195 284 950 1 195 285 in-kind contribution
H registered shares – 125 326 000 1 125 326 in-kind contribution
I registered shares – 162 556 975 1 162 557 in-kind contribution
Total 13 986 283 558 13 986 284
On 30 June 2010, the State Treasury carried out a public offering of the shares of TAURON Polska Energia S.A., as a result of which individual and institutional investors acquired 51.6% of the Company’s shares. Employee shares, which represented about 13% of the Company’s capital, were also introduced into trading on the stock exchange market. In addition, as a result of a reverse stock split the nominal value of one share increased from PLN 1 to PLN 9.
The number of shares was reduced 9 times, from 14,304,948,858 (shares classes from A to K, including the existing shares from class A to class I and merger shares classes J and K issued by TAURON Polska Energia S.A. as a result of the Company’s merger with its subsidiaries, ENION Zarz¹dzanie Aktywami Sp. z o.o. and Energomix Servis Sp. z o.o.) to 1,589,438,762 shares class AA. The amount of the issued capital did not change as a result of the reverse split and it is equal to PLN 14,304,949 thousand.
On 9 September 2010, the Company and the State Treasury concluded an agreement for acquisition of the Company’s BB class shares by the State Treasury, by way of a private subscription. Under this agreement, the State Treasury acquired 163,110,632 ordinary registered
“BB” class shares with a nominal value of PLN 9 each and a total nominal value of PLN 1,467,996 thousand, in connection with the share capital increase made by resolution of the Extraordinary General Shareholders’ Meeting of 26 April 2010.
In connection with the aforementioned agreement, on 21 October 2010 the State Treasury made contributions in kind for the increase of the Company’s share capital, in the following form:
• 22,528,790 shares held by the State Treasury in Po³udniowy Koncern Energetyczny S.A. based in Katowice, accounting for 14.45% of all registered shares of Po³udniowy Koncern Energetyczny S.A., with a fair value of PLN 863,754 thousand,
• 3,387,636 shares held by the State Treasury in Elektrownia Stalowa Wola S.A. based in Stalowa Wola, accounting for 14.69% of all registered shares of Elektrownia Stalowa Wola S.A., with a fair value of PLN 80,524 thousand,
• 3,706,725,306 shares held by the State Treasury in ENION S.A. based in Cracow, accounting for 14.65% of all registered shares of ENION S.A., with a fair value of PLN 407,740 thousand,
• 1,131,797,798 shares held by the State Treasury in EnergiaPro S.A. based in Wroc³aw, accounting for 13.75% of all registered shares of EnergiaPro S.A., with a fair value of PLN 350,858 thousand.
On 2 November 2010, the Katowice–Wschód District Court 8thCommercial Department of the National Court Register registered the increase of the Company’s share capital up to the amount of PLN 15,772,945 thousand. Following the registration, the number of shares amounts to 1,752,549,394.
On 10 November 2010, based on the resolution of the Extraordinary General Shareholders’ Meeting of TAURON Polska Energia S.A., the share capital was decreased by way of decreasing the nominal value of shares. The share capital was decreased by PLN 7,010,198 thousand, from PLN 15,772,945 thousand to PLN 8,762,747 thousand, by decreasing the nominal value of each share by PLN 4, from PLN 9 to PLN 5.
The decrease of the Company’s share capital is made in order to restructure the Company’s equity by eliminating the gap between its share capital and reserve capital as well as between the nominal value of shares and their market value.
In accordance with Article 456 § 1 of the Code of Commercial Companies, the share capital decrease was announced in Monitor S¹dowy i Gospodarczy No. 229 of 25 November 2010. In the same announcement, the Company requested the creditors to submit their claims against TAURON Polska Energia S.A. within 3 months of the date of announcement.
Following the completion of the above-mentioned convocation proceedings on 25 February 2011, on 28 February 2011 an application was filed with the Katowice–Wschód District Court in Katowice for registration of the share capital decrease with the National Court Register.
22.2. Shareholders with significant interest
Shareholding structure as at 31 December 2010 (to the best knowledge of the Company)
Shareholder Value of shares % of issued capital % of total vote
State Treasury (notification of 28 February 2011) 6 618 257 41.96% 41.96%
KGHM Polska MiedŸ S.A. 736 402 4.67% 4.67%
Other shareholders 8 418 286 53.37% 53.37%
Total 15 772 945 100.00% 100.00%
According to the notification of 1 July 2010, the share of KGHM Polska MiedŸ S.A. in the share capital and total vote was 5.15%.
On 2 November 2010, there was an increase in the share capital and in the number of shares to 1,752,549,394, as a result of which the share of KGHM Polska MiedŸ S.A. in the share capital and total vote as at 31 December 2010 amounts to 4.67%.
Shareholding structure as at 31 December 2009
Shareholder Value of shares % of issued capital % of total vote
State Treasury 12 306 444 87.9894% 87.9894%
Other shareholders 1 679 840 12.0106% 12.0106%
Total 13 986 284 100.00% 100.00%
22.3. Reserve capital
Changes in the reserve capital in the period under review included the following amounts:
• In accordance with resolution of the Ordinary General Shareholders’ Meeting of TAURON Polska Energia S.A. dated 4 March 2010, as described in detail in Note 15 hereto, the Company’s reserve capital was increased by an amount of PLN 176,159 thousand allocated from the Company’s profit for 2009.
• As a result of the agreement of 9 September 2010 between TAURON Polska Energia S.A. and the State Treasury on the acquisition of the Company’s BB class shares by the State Treasury, as described in detail in Note 22.1 hereto, the Company’s reserve capital was increased by an amount of PLN 234,879 thousand, representing the difference between the fair value of the in-kind contribution made to the Company in the form of subsidiaries’ shares and the nominal value of the share capital acquired by the State Treasury in exchange for the contribution.
22.4. Retained earnings and restrictions on distribution Changes in retained earnings in the period under review included:
• The net profit for the period of PLN 190,478 thousand.
• In accordance with the resolution of the Ordinary General Shareholders’ Meeting of TAURON Polska Energia S.A. dated 4 March 2010, as described in detail in Note 15 hereto, an amount of PLN 176,159 thousand from the Company’s profit for 2009 was allocated for the increase of the Company’s reserve capital.
• As a result of the Company’s merger of 10 June 2010 with its subsidiaries, ENION Zarz¹dzanie Aktywami Sp. z o.o. and Energomix Servis Sp. z o.o., as described in detail in Note 32 hereto, an amount of PLN 85,138 thousand representing the difference between the acquired net assets of the subsidiaries, the value of their derecognized shares and the nominal value of the shares issued, after taking into account the additional payments due from the existing shareholders, was taken to retained earnings.
• In the financial year under review, an adjustment was also made to the declaration of payment from the profit of State Treasury companies for 2009, in the amount of PLN 32 thousand.
Retained earnings include amounts that are not subject to distribution.
As at 31 December 2010
As at 31 December 2009
Non-distributable amounts included in retained earnings: 85 138 14 763
– 8% of statutory net profit of the Company allocated to reserve capital under the Commercial
Companies Code – 14 763
– retained earnings from merger with subsidiaries 85 138 –
Retained earnings of the Company eligible for distribution 190 510 169 772
Due to filing, on 28 February 2011, an application for registration with the National Court Register of a share capital decrease effected by the resolution of the Extraordinary Shareholders’ Meeting of TAURON Polska Energia S.A. dated 10 November 2010 (as described in detail in Note 22.1.), the parent will not be required to allocate 8% of the statutory net profit to the reserve capital for absorption of losses if the decrease of the Company’s share capital is registered before the date on which the General Shareholders’ Meeting passes resolution on the appropriation of the profit of TAURON Polska Energia S.A. for 2010.
23. Earnings per share
In June 2010, the process of the reverse stock split came to an end. The number of shares was reduced 9 times, from 14,304,948,858 to 1,589,438,762. For comparability purposes, earnings per share for the year ended 31 December 2009 as presented in the statement of comprehensive income in these financial statements was calculated for the period on the assumption that the nominal value of one share had always been equal to PLN 9 and the weighted average number of shares was nine times smaller.
Presented below are figures relating to profit and shares, which were used in the calculation of basic and diluted earnings per share as presented in the statement of comprehensive income.
Year ended 31 December 2010
Year ended 31 December 2009
Net profit from continuing operations 190 478 184 535
Net profit from discontinued operations – –
Net profit 190 478 184 535
Net profit attributable to ordinary shareholders, used in calculation of diluted earnings per share 190 478 184 535 Number of ordinary shares, used in calculation of basic earnings per share 1 600 730 480 1 535 551 431 Number of ordinary shares, used in calculation of diluted earnings per share 1 600 730 480 1 535 551 431
Earnings per share before the reverse split for the year ended 31 December 2009 amounted to PLN 0.013.