DIRECTORS' REPORT ON PGNiG SA'S OPERATIONS ... - Notowania
DIRECTORS' REPORT ON PGNiG SA'S OPERATIONS ... - Notowania DIRECTORS' REPORT ON PGNiG SA'S OPERATIONS ... - Notowania
PGNiG’s related companies – continued Directors’ Report on PGNiG S.A.’s Operations in 2008 Share capital (PLN) Shareholding of PGNiG S.A. (PLN) % of share capital held by PGNiG S.A. % of the total vote held by PGNiG S.A. Other related companies System Gazociągów Tranzytowych 27 EUROPOL GAZ S.A. 80,000,000.00 38,400,000.00 48.00% 48.00% 28 GAS-TRADING S.A. 2,975,000.00 1,291,350.00 43.41% 43.41% 29 InterTransGas GmbH (EUR) 1) 200,000.00 100,000.00 50.00% 50.00% Polskie Elektrownie Gazowe 30 Sp. z o.o. in liquidation 2,500,000.00 1,212,000.00 48.48% 48.48% 31 Dewon Z.S.A. (UAH) 1) 11,146,800.00 4,055,205.84 36.38% 36.38% Przedsiębiorstwo Inwestycyjne GAZOTECH Sp. 32 z o.o. 1,203,800.00 65,000.00 69.44% 46.30% 33 Sahara Petroleum Technology llc (RO) 1) 150,000.00 73,500.00 49.00% 49.00% 34 PFK GASKON S.A. 13,061,325.00 6,000,000.00 45.94% 45.94% 35 GAZOMONTAŻ S.A. 1,498,850.00 677,200.00 45.18% 45.18% 36 ZRUG Sp. z o.o. (Poznań) 3,781,800.00 1,515,000.00 40.06% 41.71% 37 ZWUG INTERGAZ Sp. z o.o. 4,700,000.00 1,800,000.00 38.30% 38.30% 38 ZRUG TORUŃ S.A. 4,150,000.00 1,300,000.00 31.33% 31.33% TE-MA WOC Małaszewicze Terespol 39 Sp. z o.o. in liquidation 262,300.00 55,000.00 20.97% 21.32% 40 H.S. Szczakowa S.A. in bankruptcy 16,334,989.44 5,439,494.72 33.30% 33.30% 41 TeNET 7 Sp. z o.o. in liquidation 50,000.00 5,000.00 10.00% 10.00% 1) Figures shown in foreign currencies. In 2008, the changes in the company names from Operator Systemu Dystrybucyjnego Sp. z o.o. to Spółka Gazownictwa Sp. z o.o. were registered. 5. Changes in Equity Interests The following changes occurred in 2008: • Registration of amendments to the articles of association of PGNiG Finance B.V. (the Netherlands, February 4th 2008); under the amended articles of association, the company’s name was changed to Polish Oil and Gas Company - Libya B.V. and its business profile was redefined; • Deletion of ZRUG Warszawa S.A. (in liquidation) from the Register of Entrepreneurs on March 31st 2008 (PGNiG S.A.’s share in the share capital was 49%); • Conclusion of a share purchase agreement providing for the sale of 100% of shares in Polskie LNG Sp. z o.o. between PGNiG S.A. and OGP GAZ-SYSTEM S.A.; PGNiG S.A. sold to OGP GAZ-SYSTEM S.A. 50,000 shares in Polskie LNG Sp. z o.o., with a par value of PLN 1,000 per share, for the total price of PLN 52,000,000; the ownership title to the shares was transferred to the purchaser on December 8th 2008. The following share capital increases were effected in 2008: • Share capital increase at Polskie LNG Sp. z o.o. by PLN 11,000,000, to PLN 50,000,000; the increase was registered with the National Court Register on January 7th 2008; 8 of 55
Directors’ Report on PGNiG S.A.’s Operations in 2008 • Share capital increase at Mazowiecka Spółka Gazownictwa Sp. z o.o. by PLN 286,531,000, to PLN 1,217,350,000; the increase was registered with the National Court Register on January 24th 2008; the newly issued shares were acquired by PGNiG S.A. in exchange for a contribution of non-current assets comprising the components of a transmission or distribution network; another share capital increase at the company: by PLN 34,388,000 to PLN 1,251,738,000; the increase was registered with the National Court Register on September 9th 2008; the newly issued shares were acquired by PGNiG S.A. in exchange for a contribution of non-current assets comprising the components of a transmission or distribution network with the total book value of PLN 32,868,262,60 and a cash contribution; • Share capital increase at Karpacka Spółka Gazownictwa Sp. z o.o. by PLN 165,363,000, to PLN 1,476,112,000; the increase was registered with the National Court Register on February 12th 2008; another share capital increase at the company: by PLN 8,841,000 to PLN 1,484,953,000; the increase was registered with the National Court Register on August 22nd 2008; the newly issued shares were acquired by PGNiG S.A. in exchange for a contribution of non-current assets comprising the components of a transmission or distribution network; • Share capital increase at Pomorska Spółka Gazownictwa Sp. z o.o. by PLN 93,391,000, to PLN 596,141,000; the increase was registered with the National Court Register on February 29th 2008; another share capital increase at the company: by PLN 18,555,000 to PLN 614,696,000; the increase was registered with the National Court Register on August 4th 2008; the newly issued shares were acquired by PGNiG S.A. in exchange for a contribution of non-current assets comprising the components of a transmission or distribution network; • Share capital increase at GEOFIZYKA Kraków Sp. z o.o. by PLN 30,000,000, to PLN 64,400,000; the increase was registered with the National Court Register on April 2nd 2008; • Share capital increase at Dolnośląska Spółka Gazownictwa Sp. z o.o. by PLN 104,697,000, to PLN 651,145,000; the increase was registered with the National Court Register on April 9th 2008; another share capital increase at the company: by PLN 3,918,000 to PLN 655,063,000; the increase was registered with the National Court Register on October 30th 2008; the newly issued shares were acquired by PGNiG S.A. in exchange for a contribution of non-current assets comprising the components of a transmission or distribution network; • Share capital increase at Wielkopolska Spółka Gazownictwa Sp. z o.o. by PLN 131,128,000, to PLN 978,287,000; the increase was registered with the National Court Register on May 27th 2008; the newly issued shares were acquired by PGNiG S.A. in exchange for a contribution of non-current assets comprising the components of a transmission or distribution network; • Share capital increase at Górnośląska Spółka Gazownictwa Sp. z o.o. by PLN 91,366,000, to PLN 1,288,680,000; the increase was registered with the National Court Register on June 25th 2008; the newly issued shares were acquired by PGNiG S.A. in exchange for a contribution of noncurrent assets comprising the components of a transmission or distribution network; pursuant to its resolution of August 5th 2008, the Extraordinary General Shareholders Meeting of Górnośląska Spółka Gazownictwa Sp. z o.o. resolved to further increase the company’s share capital by PLN 10,808,000 to PLN 1,299,488,000; the newly issued shares were acquired by PGNiG S.A.; as at the date o this report, the share capital increase has not been registered with the National Court Register; • Share capital increase at ZRUG Zabrze Sp. z o.o. by PLN 2,500,000 to PLN 5,250,000; the increase in the company’s share capital was registered with the National Court Register on May 29th 2008. PGNiG S.A. did not participate in the share capital increase and, consequently, the Company’s share in the share capital of ZRUG Zabrze Sp. z o.o. decreased to 11.43%. In 2008, the share capital of Wielkopolska Spółka Gazownictwa Sp. z o.o. was also increased by PLN 54,899,000 to PLN 1,033,186,000. The increase was registered with the National Court Register on January 22nd 2009. The newly issued shares were acquired by PGNiG S.A. in exchange for a contribution of non-current assets comprising the components of a transmission or distribution network. 9 of 55
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<strong>PGNiG</strong>’s related companies – continued<br />
Directors’ Report on <strong>PGNiG</strong> S.A.’s Operations in 2008<br />
Share capital<br />
(PLN)<br />
Shareholding of<br />
<strong>PGNiG</strong> S.A.<br />
(PLN)<br />
% of share<br />
capital held<br />
by <strong>PGNiG</strong><br />
S.A.<br />
% of the total<br />
vote held by<br />
<strong>PGNiG</strong> S.A.<br />
Other related companies<br />
System Gazociągów Tranzytowych<br />
27<br />
EUROPOL GAZ S.A.<br />
80,000,000.00 38,400,000.00 48.00% 48.00%<br />
28 GAS-TRADING S.A. 2,975,000.00 1,291,350.00 43.41% 43.41%<br />
29 InterTransGas GmbH (EUR) 1)<br />
200,000.00 100,000.00 50.00% 50.00%<br />
Polskie Elektrownie Gazowe<br />
30<br />
Sp. z o.o. in liquidation<br />
2,500,000.00 1,212,000.00 48.48% 48.48%<br />
31 Dewon Z.S.A. (UAH) 1)<br />
11,146,800.00 4,055,205.84 36.38% 36.38%<br />
Przedsiębiorstwo Inwestycyjne GAZOTECH Sp.<br />
32<br />
z o.o.<br />
1,203,800.00 65,000.00 69.44% 46.30%<br />
33 Sahara Petroleum Technology llc (RO) 1)<br />
150,000.00 73,500.00 49.00% 49.00%<br />
34 PFK GASK<strong>ON</strong> S.A. 13,061,325.00 6,000,000.00 45.94% 45.94%<br />
35 GAZOM<strong>ON</strong>TAŻ S.A. 1,498,850.00 677,200.00 45.18% 45.18%<br />
36 ZRUG Sp. z o.o. (Poznań) 3,781,800.00 1,515,000.00 40.06% 41.71%<br />
37 ZWUG INTERGAZ Sp. z o.o. 4,700,000.00 1,800,000.00 38.30% 38.30%<br />
38 ZRUG TORUŃ S.A. 4,150,000.00 1,300,000.00 31.33% 31.33%<br />
TE-MA WOC Małaszewicze Terespol<br />
39<br />
Sp. z o.o. in liquidation<br />
262,300.00 55,000.00 20.97% 21.32%<br />
40 H.S. Szczakowa S.A. in bankruptcy 16,334,989.44 5,439,494.72 33.30% 33.30%<br />
41 TeNET 7 Sp. z o.o. in liquidation 50,000.00 5,000.00 10.00% 10.00%<br />
1) Figures shown in foreign currencies.<br />
In 2008, the changes in the company names from Operator Systemu Dystrybucyjnego Sp. z o.o. to<br />
Spółka Gazownictwa Sp. z o.o. were registered.<br />
5. Changes in Equity Interests<br />
The following changes occurred in 2008:<br />
• Registration of amendments to the articles of association of <strong>PGNiG</strong> Finance B.V. (the<br />
Netherlands, February 4th 2008); under the amended articles of association, the company’s name<br />
was changed to Polish Oil and Gas Company - Libya B.V. and its business profile was redefined;<br />
• Deletion of ZRUG Warszawa S.A. (in liquidation) from the Register of Entrepreneurs on March<br />
31st 2008 (<strong>PGNiG</strong> S.A.’s share in the share capital was 49%);<br />
• Conclusion of a share purchase agreement providing for the sale of 100% of shares in Polskie<br />
LNG Sp. z o.o. between <strong>PGNiG</strong> S.A. and OGP GAZ-SYSTEM S.A.; <strong>PGNiG</strong> S.A. sold to OGP<br />
GAZ-SYSTEM S.A. 50,000 shares in Polskie LNG Sp. z o.o., with a par value of PLN 1,000 per<br />
share, for the total price of PLN 52,000,000; the ownership title to the shares was transferred to<br />
the purchaser on December 8th 2008.<br />
The following share capital increases were effected in 2008:<br />
• Share capital increase at Polskie LNG Sp. z o.o. by PLN 11,000,000, to PLN 50,000,000; the<br />
increase was registered with the National Court Register on January 7th 2008;<br />
8 of 55
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