Current reports
Current report no. 9/2014
Recommendation of the Management Board concerning the distribution of the net profit of ZE PAK S.A. for the financial year ended 31 December 2013
Legal basis:
Art. 56 section 1 point 2 of the Public Offering Act – Current and periodic information
Art. 56 section 1 point 1 of the Public Offering Act - Confidential information
Contents of the report:
Zespół Elektrowni "Pątnów-Adamów-Konin" S.A. ("the Company") informs that on 18 March 2014 the Company’s Management Board adopted a resolution on the distribution of the net profit for the financial year ended 31 December 2013.
Pursuant to the adopted resolution, the Company’s Management Board decided to deviate, with regard to the distribution of the profit for the year 2013, from the application of the dividend policy presented during the initial public offering of the Company, and recommended the General Meeting not to pay the shareholders the dividend from the profit for the year 2013. In the adopted resolution, the Company’s Management Board applies to the General Meeting for allocating the whole profit earned in the financial year 2013 for the supplementary capital.
The dividend policy of the Company was defined in the Company's Prospectus approved by the Polish Financial Supervision Authority on 8.10.2012. In the section entitled "Dividend and Policy with Regard to Dividend" the Company included, among others, the following statement:"However, throughout the period of implementation of key investment projects, which are presently in the investment implementation phase, and assuming that only the project of construction of the combined cycle gas and steam unit in the Konin Power Plant will be implemented, excluding other projects in the preparatory phase, until the end of 2016, the Management Board intends to recommend the General Meeting to pay the dividend at the max. level of 30% of the profit shown in a separate financial statement of the Company prepared according to the Accounting Act".
The Company’s Management Board points out that the dividend policy of the Company was developed under different pricing conditions than prevailing right now on the energy market. The energy selling prices achieved by the Company are significantly lower than quoted at the time of defining the dividend policy. The decrease in the energy selling prices results in the reduced level of cash flow and net profit earned by the Company.
The Company’s Management Board, bearing in mind:
a) the above decrease in energy prices, and
b) the demands related to the development of the Company and of the Corporate Group, in particular the needs resulting from the investment program, which, with regard to the project of modernization of the Pątnów I Power Plant, is in the executive phase and whose further continuation - in the case of a decision on the implementation of the project of construction of the combined cycle gas and steam unit in the Konin Power Plant - will require the Company to acquire additional external financing, with simultaneous provision of the Company's own funds at an appropriate level, ascertained that in the present situation it was reasonable to make a decision on deviation, with regard to the distribution of the profit for the year 2013, from the dividend policy adopted in the Prospectus, and on submission to the General Meeting of the application for allocating the whole profit for 2013 for the supplementary capital.
Pursuant to Art. 382 § 3 of the Code of Commercial Companies, the Company's Management Board decided to submit to the Supervisory Boardthe application for distributing the profit for 2013 year in order to obtain a written opinion of the Supervisory Boardon its evaluation, and to submit it to the Ordinary General Meeting.
The final decision on the distribution of the profit for the financial year 2013 will be made by the Ordinary General Meeting.
The Company will publish its financial results, including the separate net profit, along with the publication of the annual report on 20 March 2014.
Legal Basis: § 38 Section 1 Item 11 of the Regulation issued by the Finance Minister on 19 February 2009 on the Current and Periodic Information Transmitted by Securities Issuers and the Conditions for Recognizing the Information Required by the Regulations of a Non-Member State as Equivalent.
Signatures of persons representing the company:
Katarzyna Muszkat – President of the Management Board
Anna Striżyk – Vice President of the Management Board