Current reports
Current report no. 24/2014
Draft resolution submitted by shareholder related to the profit distribution for the year 2013
Legal basis:
Art. 56 section 1 point 2 of the Public Offering Act - Current and periodic information
Contents of the report:
Zespół Elektrowni Pątnów-Adamów-Konin S.A. ("the Company”) informs that it received notification pursuant to Art. 401 § 4 of the Code of Commercial Companies from a shareholder of the Company, who holds shares representing more than 5% of the initial capital of the Company, i.e. from the "ING Otwarty Fundusz Emerytalny” Company ("the Shareholder”) containing a draft resolution of the Annual General Meeting of the Company on the distribution of profit for the year 2013. Adopting a resolution on distribution of profit for the year 2013 is provided in section 8 c) of the agenda of the Annual General Meeting of the Company summoned for 25 June 2014. Information on the Annual General Meeting, the agenda and the draft resolutions were given by the Company to the public in the current report No. 17/2014 of 28 May 2014.
The proposed draft resolution provides for the appropriation of net profit of the Company for the financial year 2013, in the amount of PLN 231,856,798.62 as follows:
- The amount of PLN 69,120,023.92 for the payment of dividends to shareholders, i.e. PLN 1.36 per share;
- The amount of PLN 162,736,774.7 for the supplementary capital.
According to the explanatory annex to the proposed resolution, the Shareholder claims that the payment of dividends at the level provided in the proposed resolution (29.81% of the profit for the year 2013) is consistent with the announcements of the Management Board on the dividend policy included in the prospectus. At the same time, the current situation of the Company, as well as the degree of implementation of investment projects allow for the payment of dividends to its shareholders, in the amount of PLN 1.36 per share. According to the Shareholder, the proposed draft resolution does not limit the possibility of organic growth of the Company and strengthens the market perception of the Company as a dividend one.
The way of profit distribution for the financial year 2013, submitted by the Shareholder in the draft resolution of the Annual General Meeting, is different from the recommendation of the Management Board confirmed with the positive opinion of the Supervisory Board. A recommendation of the Management Board provides for the profit for the year 2013 as a whole to contribute to the supplementary capital. The justification of the Management Board's recommendation was presented in the current report No. 9/2014 from 18 March 2014.
The draft resolution, together with the justification, submitted by the Shareholder, constitute an annex to this current report.
Legal basis: § 38 section 1 item 5 of the Finance Minister’s Regulation of 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:
Anna Striżyk – Vice President of the Management Board
Karol Sobczak – Proxy