Information on not meeting some of the conditions of a tender offer tosubscribe for the sale of shares of Polenergia S.A. announced by PGEPolska Grupa Energetyczna S.A.
With reference to the current report number 10/2018 published on May 22,2018 on announcing a tender offer to subscribe for the sale of shares ofPolenergia S.A. (the "Company"), which was amended on July 9, 2018, (the"Tender Offer"), The Management Board of PGE Polska Grupa EnergetycznaS.A. (the "Bidder"), discloses that until the end of the subscriptionperiod, i.e. until September 20, 2018, among the conditions stipulatedin p. 30 of the Tender Offer:
i) the conditio iuris (legal condition) was satisfied as the Presidentof the Competition and Consumer Protection Office granted anunconditional consent to a concentration consisting of a takeover ofcontrol over the Company as a result of the Bidder acquiring the sharesof the Company (the "Shares").
ii) condition of subscriptions placed under the Tender Offer covering atleast 29,992,741 Shares, that is at least 66% of the total number ofShares, carrying at least 29,992,741 votes at the general meeting of theCompany representing at least 66% of the total number of votes at thegeneral meeting of the Company - was not satisfied.
iii) condition of the general meeting of the Company adopting aresolution on the change in the composition of the supervisory board ofthe Company by way of appointing five (5) persons nominated by theBidder to the supervisory board of the Company, with effect from thedate of acquisition by the Bidder under the Tender Offer of at least 50%of the total number of Shares plus one (1) Share - was not satisfied.
iv) condition of adoption by the general meeting of the Company of aresolution on the following changes to the Articles of Association ofthe Company with effect from the date of acquisition by the Bidder underthe Tender Offer of at least 50% of the total number of Shares plus one(1) Share:
a) Article 10 Section 2 item a) of the Articles of Association is changeto read as follows:
"Members of the Supervisory Board are appointed and revoked as follows:
if the Supervisory Board is comprised of:
(i) six (6) or seven (7) members, PGE Polska Grupa Energetyczna S.A.shall appoint and revoke four (4) members of the Supervisory Board
(ii) eight (8) or nine (9) members, PGE Polska Grupa Energetyczna S.A.shall appoint and revoke five (5) members of the Supervisory Board.
The above rights shall be exercised in the form of a written statementmade to the Company.";
b) Article 10 Section 2 item d) of the Articles of Association isdeleted.
- was not satisfied.
v) Condition of concluding an agreement by the Bidder and the Company onstrategic cooperation and integration of the Company within the Bidder'sgroup - was not satisfied.
The Bidder has taken decision not to acquire the shares of the Companydue to the fact that some of the conditions indicated above were notsatisfied.