1.3.1 Fully consolidated direct and indirect subsidiaries

The table above includes the following changes in the structure of PGE Group companies subject to full consolidation which took place during the period ended December 31, 2021:

• Rybnik 2050 sp. z o.o. w organizacji was formed on February 1, 2021. The company was registered at the National Court Register on May 31, 2021.
• On March 1, 2021, an Extraordinary General Meeting of PGE Trading GmbH adopted a resolution to dissolve PGE Trading GmbH and appoint a liquidator to carry out liquidation. Due to the loss of control related to the liquidation, as of April 1, 2021 PGE Trading GmbH is no longer a part of PGE Group and is not subject to consolidation.
• An agreement to sell all shares in PGE EJ1 sp. z o.o. to the State Treasury was signed on March 26, 2021. The ownership of the shares was transferred on March 31, 2021. In connection with this sale, PGE Group recorded a gross loss of PLN 19 million in its consolidated financial statements.
• On March 31, 2021 an Extraordinary General Meeting of PGE EO S.A. (acquiring company) and Extraordinary General Meeting of ECO – POWER sp. z o.o. (acquired company) adopted resolutions to merge the companies by transferring the entire assets of the acquired company to the acquiring company without issuing new shares by the acquiring company in exchange for shares in the acquired company. The merger was registered at the National Court Register on April 30, 2021. The merger had no impact on these consolidated financial statements.
• On April 15, 2021 the Extraordinary General Meetings of PGE GiEK S.A. and PGE EC S.A. adopted resolutions to divide PGE GiEK S.A. (divided company) through a carve-out pursuant to art. 529 § 1 point 4 of the Polish Commercial Companies Code, by transferring certain assets from the divided company to PGE Energia Ciepła S.A. (acquiring company), i.e. branch Zespół Elektrowni Dolna Odra, including CHP Szczecin, CHP Pomorzany and the district heating network in Gryfino, constituting organised parts of enterprise, functionally related to the generation of electricity as well as electricity and heat in cogeneration and the distribution of heat. The transfer of these organised parts of enterprise to the acquiring company was carried out by lowering the divided company’s share capital and increasing the acquiring company’s share capital. The share capital increase was registered at the National Court Register on July 1, 2021. The transaction had no impact on these financial statements.
• On July 12, 2021, PGE S.A. purchased 11,525 shares of PGE Ekoserwis S.A. in a mandatory squeeze out procedure pursuant to art. 418 of the Polish Commercial Companies Code. As a result of this transaction, PGE S.A. currently holds a 100% interest in PGE Ekoserwis S.A. The price paid for the shares was PLN 5 million.
• On July 15, 2021 the Extraordinary General Meetings of PGE GiEK S.A. and PGE Inwest 8 sp. z o.o. adopted resolutions to divide PGE GiEK S.A. (divided company) through a carve-out pursuant to art. 529 § 1 point 4 of the Polish Commercial Companies Code by transferring certain assets from the divided company to PGE Inwest 8 sp. z o.o., i.e. PGE GiEK S.A. – branch Zespół Elektrowni Dolna Odra, including the construction of gas units constituting an organised part of enterprise, functionally related to the construction of new gas units and in the future generation of electric energy. The transfer of these organised parts of enterprise to the acquiring company was carried out by lowering the divided company’s share capital and increasing the acquiring company’s share capital. The share capital increase was registered at the National Court Register on October 1, 2021. This transaction had no impact on the consolidated financial statements.
• A merger of PGE Obrót S.A. (acquiring company) with PGE Centrum sp. z o.o. (acquired company) was registered at the National Court Register on January 3, 2022. This merger had no impact on the consolidated financial statements.
• On October 4, 2021, PGE S.A. formed 6 limited liability companies, named PGE Inwest 20 to 25 w organizacji. The share capital of each of these companies amounts to PLN 25,000. PGE Inwest 20 to 22 and PGE Inwest 25 were entered in the register of companies maintained by the National Court Register in March 2022. PGE Inwest 23 sp. z o.o. and PGE Inwest 24 sp. z o.o. were not yet registered at the National Court Register as of the date on which these consolidated financial statements were prepared.
• On October 4, 2021, PGE S.A. formed 4 limited liability companies, named Elektrownia Wiatrowa Baltica 9 to 12. The share capital of Elektrownia Wiatrowa Baltica 9 sp. z o.o. is PLN 981,000 and the share capital of the remaining companies is PLN 25,000 each. The companies were entered in the register of companies maintained by the National Court Register in December 2021 and February 2022.
• On November 18, 2021 PGE S.A. as the vendor and ENEA S.A. as the buyer signed a conditional agreement for the sale of a 33.8% stake held by PGE S.A. in EWB4, EWB5 and EWB6. The entry into force of the conditional share purchase agreement and the transfer of ownership of the shares to ENEA is subject to fulfilment of conditions precedent.
• On November 18, 2021 PGE S.A. as the vendor and Tauron Polska Energia S.A. as the buyer signed a conditional agreement for the sale of a 44.96% stake in PGE Baltica 4. The entry into force of the conditional share purchase agreement and the transfer of ownership of the shares to Tauron is subject to fulfilment of conditions precedent.
• On December 15, 2021 PGE S.A. and Polski Holding Hotelowy sp. z o.o. signed a conditional agreement to sell 100% of shares in Elbest sp. z o.o. The sale was finalised on March 4, 2022. In these financial statements, assets attributable to Elbest before consolidation adjustments amounted to PLN 91 million, and liabilities amounted to PLN 22 million. The sale price was PLN 88 million.
• On December 21, 2021 the Extraordinary General Meeting of PGE Soleo 1 sp. z o.o. adopted a resolution to increase the company’s share capital by PLN 4,1 million through the issue of 4,100 new shares with a nominal value of PLN 1,000 each. The share capital increase was recognised as follows: PGE EO S.A. acquired 2,000 of the new-issue shares in exchange for a PLN 2 million cash contribution, while the Municipality of Kleszczów acquired 2,100 of the new-issue shares and paid PLN 2,1 million. As a result of this transaction, PGE EO S.A. and the Municipality of Kleszczów will each hold a 50% stake in share capital, and PGE Soleo 1 sp. z o.o. will no longer be a PGE Group subsidiary. At the date on which these financial statements were approved for publication, the share capital increase was not yet registered at the National Court Register.

Events after the reporting period

• The merger of PGE EC S.A. (acquiring company) and Przedsiębiorstwo Energetyki Cieplnej sp. z o.o. (acquired company) was registered at the National Court Register on January 3, 2022. This merger had no impact on the consolidated financial statements.
• On January 14, 2022 the Extraordinary General Meeting of 4Mobility S.A. adopted a resolution to increase share capital by PLN 130,000 by way of a share issue. All of the new shares were offered in a private placement exclusively to EFF B.V., based in Maastricht – an existing shareholder of 4Mobility S.A. As a result of the share capital increase, PGE Nowa Energia sp. z o.o.’s stake will decrease from 51.47% to 37.93%, which means that 4Mobility S.A. will become a PGE Group associate. At the date on which these financial statements were approved for publication, the share capital increase was not yet registered at the National Court Register.
• On February 4, 2022 PGE EO S.A. purchased 100% of shares in Mithra A sp. z o.o., Mithra B sp. z o.o., Mithra L sp. z o.o. and Mithra V sp. z o.o., which own 7 PV projects in the Wielkopolskie and Lubuskie voivodships, with a total capacity of 26 MW, for the total price of PLN 18,7 million.
• On February 15, 2022, the Management Board of PGE EO S.A. adopted a resolution to adopt and agree on the Merger Plan of PGE EO S.A. as the acquiring company and Bio-Energia sp. z o.o. as the acquired company. This merger will have no impact on PGE Group’s financial statements in the future.