Agreement on conditions for the purchase of shares of the company PGE EJ1 sp. z o.o.

Monday, 23 September, 2013
Report no. 32/2013

The Management Board of KGHM Polska Miedź S.A. announces that on 23 September 2013, KGHM Polska Miedź S.A., PGE Polska Grupa Energetyczna S.A. ("PGE"), TAURON Polska Energia S.A. and ENEA S.A., as a result of work related to the creation of a draft agreement regarding the purchase of shares of a special purpose company founded in order to build and operate a nuclear power plant (understanding of 25 June 2013), initialled the Shareholders Agreement („Shareholders Agreement”). In this way the parties mutually declared that the initialled document represents the draft future Shareholders Agreement, which will be signed if the corporate bodies of each of the parties grant their approval.

The Shareholders Agreement obliges the parties to enter into an Agreement for the purchase of shares in PGE EJ1 sp. z o.o., a special purpose company founded in order to build and operate a nuclear power plant („Shares Purchase Agreement”). According to the Shareholders Agreement, PGE will sell to the other parties to the Shareholders Agreement a block of 438 000 shares, representing altogether 30% of the share capital of PGE EJ1 sp. z o.o., subsequent to which PGE will own 70% of the share capital of PGE EJ1 sp. z o.o. The shares will be purchased in the following manner:
- KGHM Polska Miedź S.A. will purchase 146 000 shares, representing 10% of the share capital of PGE EJ1 sp. z o.o., 
- TAURON Polska Energia S.A. will purchase 146 000 shares, representing 10% of the share capital of PGE EJ1 sp. z o.o., 
- ENEA S.A. will purchase 146 000 shares, representing 10% of the share capital of PGE EJ1 sp. z o.o.

The Shareholders Agreement also describes the principles of cooperation of all of the parties regarding the project to prepare and build a nuclear power plant in Poland.

PGE and each of the business partners will be obliged to enter into a Shares Purchase Agreement after meeting two conditions precedent:

  • receipt of a decision regarding the unconditional approval by the President of UOKiK (the Office of Competition and Consumer Protection) to carry out the concentration;
  • adoption of a resolution on the Polish Nuclear Energy Program by the Council of Ministers this year.


Legal basis: Art. 56 sec. 5 of the Act dated 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organised trading, and on public companies (Journal of Laws from 2009, No. 185, item 1439 with subsequent amendments).