Current Report No.: 35/2022
Current Report No.: 35/2022
Date of Preparation: 7 June 2022
Issuer's Abbreviated Name: ENEA S.A.
Subject: State Treasury's notification regarding the change in the percentage of the total number of votes in ENEA S.A.
Legal Basis: Article 70(1) of the Act on Offerings - purchase or sale of a significant equity stake
Body of the report:
The Management Board of ENEA S.A. reports that on 7 June 2022 it received a notice dated 3 June 2022 regarding the change in the State Treasury's percentage of the total number of votes in ENEA S.A. whose content it conveys below:
"Pursuant to Article 69 sec. 2(2) of the Act of 29 July 2005 on Public Offerings and the Terms and Conditions for Introducing Financial Instruments to an Organized Trading System and on Public Companies (Journal of Laws of 2021, item 1983 as amended) hereinafter "Act on Offerings", I hereby notify that the percentage held by the shareholder - the State Treasury in the total number of votes in ENEA S.A. with its registered office in Poznań ("Company") has increased from 51.50% (rounded to two places after the decimal point) to 52.29%.
1. Date and type of the event triggering the change in the percentage to which the notification pertains:
The change to the percentage in the total number of votes took place on 31 May 2022 as a result of the registration by the District Court Poznań - Nowe Miasto and Wilda in Poznań, 8th Commercial Division of the National Court Register, of the amendment to the Company's Articles of Association made pursuant to Resolution No. 5 of the Company's Extraordinary General Meeting of 8 April 2022 in the matter of increasing the Company's share capital by issuing series D ordinary bearer shares, waiving all subscription rights of all existing shareholders to all series D shares, amending the Company's Articles of Association, applying for admission and introduction to trading of series D shares and/or subscription rights to series D shares on the regulated market operated by the Warsaw Stock Exchange and dematerialization of series D shares and/or subscription rights to series D shares.
At present, the Company's share capital is PLN 529,731,093 (say: five hundred twenty-nine million seven hundred thirty-one thousand ninety-three Polish zloty) and is divided into 529,731,093 (five hundred twenty-nine million seven hundred thirty-one thousand ninety-three) shares with a par value of PLN 1.00 (say: one Polish zloty) each, including:
a) 295,987,473 (say: two hundred ninety-five million nine hundred eighty-seven thousand four hundred seventy-three) series "A" ordinary bearer shares;
b) 41,638,955 (say: forty-one million six hundred thirty-eight thousand nine hundred fifty-five) series "B" ordinary bearer shares;
c) 103,816,150 (say: one hundred three million eight hundred sixteen thousand one hundred fifty) series "C" ordinary bearer shares; and
d) 88,288,515 (say: eighty-eight million two hundred eighty-eight thousand five hundred fifteen) series "D" ordinary bearer shares.
The total number of votes resulting from all outstanding shares is 529,731,093. The par value of each share in the Company's share capital is PLN 1.00.
The shareholder learned of the change in the percentage of the total number of votes on 31 May 2022 from current report no. 34/2022 published by ENEA S.A. and entitled "Registration of the share capital increase and the change of the Articles of Association of ENEA S.A."
2. The number of shares held prior to the change in the equity stake and their percentage of the company's share capital and the number of votes and the percentage of the total number of votes:
Prior to the change the shareholder held 227,353,628 shares in the Company, representing 51.50% of the Company's share capital and it was entitled to 227,353,628 votes at the Shareholder Meeting of ENEA S.A., representing 51.50% of the total number of votes in the Company.
3. The number of shares held at present and their percentage of the company's share capital and the number of votes and the percentage of the total number of votes:
Presently, the shareholder holds 277,015,422 shares in the Company, representing 52.29% of the Company's share capital and entitling it to exercise 277,015,422 votes, representing 52.29% of the total number of votes.
4. Subsidiaries of the shareholder submitting the notification that hold shares in the company:
The shareholder is not aware of any subsidiaries that would have shares in the company.
5. Persons referred to in Article 87 sec. 1(3c) of the Act on Offerings:
The Shareholder has not entered into contracts with a third party whose subject matter is the transfer of the title to exercise voting rights.
6. The number of votes on shares calculated according to the method prescribed by art. 69b sec. 2 to whose purchase the holder of financial instruments referred to in art. 69b sec. 1(1) and financial instruments referred to in art. 69b sec. 1(2) is authorized or obligated, and which are not executed solely through a cash settlement, the type or name of these financial instruments, the date of their expiry and the date or deadline in which the shares will or may be acquired:
The shareholder does not hold the financial instruments referred to in art. 69b sec. 1(1) and art. 69b sec. 1(2) of the Act on Offerings.
7. The number of votes on shares calculated according to the method prescribed by art. 69b sec. 3 to which the financial instruments mentioned in art. 69b sec. 1(2), the type or name of these financial instruments and the date of maturity of these financial instruments refer directly or indirectly.
The shareholder does not hold financial instruments in respect of which the votes should be specified according to art. 69b sec. 3 of the Act on Offerings.
8. The sum total of the number of votes stated on the basis of items 3, 6 and 7 and its percentage of the total number of votes:
The shareholder holds 277,015,422 shares representing 52.29% of the Company's share capital and entitling it to exercise 277,015,422 votes, representing 52.29% of the total number of votes."
