The PGNiG Group
Structure of the Group
As at the end of 2012, the PGNiG Group comprised PGNiG (the parent) as well as 39 production and service companies, including:
- 25 direct subsidiaries
- 14 indirect subsidiaries;
Changes in the Group’s Structure
- In January 2012, PGNiG SPV1 Sp. z o.o. executed a final share purchase agreement with Vattenfall AB, whereby PGNiG SPV1 Sp. z o.o. acquired 24,591,544 shares in Vattenfall Heat Poland SA, which represented 99.8% of the company’s share capital and conferred the right to 99.8% of the total vote at the General Meeting of Vattenfall Heat Poland SA. In the same month, the company was renamed PGNiG Termika SA. In H1,2012, PGNiG SPV1 Sp. z o.o. acquired a portion of PGNiG Termika shares from the company’s minority shareholders and thus its ownership interest in the company increased to 99.9%. In December 2012, PGNiG SPV1 Sp. z o.o. was merged with PGNiG Termika SA. The merger was effected by way of transfer of all assets to the acquiring company, i.e. PGNiG Termika SA.
- In February 2012, Mazowiecka Spółka Gazownictwa Sp. z o.o. increased its equity interest in GAZ Sp. z o.o. of Błonie to 80%.
- In June 2012, PGNiG Sales & Trading GmbH acquired 100% of the shares in XOOL GmbH with a view to expanding its trading business in Germany.
- In June 2012, PGNiG acquired 100% of the shares in MLV 26 Sp. z o.o., which was renamed PGNiG Serwis Sp. z o.o. The company was acquired in order to provide HR and payroll, finance, accounting, as well as IT services to entities of the PGNiG Group.
- In June 2012, PGNiG acquired 100% of the shares in MLV 27 Sp. z o.o., which was renamed PGNIG SPV4 Sp. z o.o.
- In July 2012, PGNiG Poszukiwania SA w organizacji (in the process of incorporation) was formed in order to consolidate PGNiG’s exploration and service operations. In December 2012, the Extraordinary General Meeting of PGNiG Poszukiwania SA resolved to merge the company with PNiG Kraków SA, PNiG NAFTA SA, PNiG Jasło SA, PN Diament Sp. z o.o. and ZRG Krosno Sp. z o.o. As at the end of 2012, the merger had not been registered with the National Court Register.
- In August 2012, the General Meeting of PT Geofizyka Torun Indonesia LLC resolved to open liquidation proceedings with respect to the company.
- In December 2012, Mazowiecka Spółka Gazownictwa Sp. z o.o. sold its entire shareholding in Gaz Media Sp. z o.o. back to the company by way of retirement for consideration.
- In December 2012, Mazowiecka Spółka Gazownictwa Sp. z o.o. acquired 5,000 shares in Powiśle Park Sp. z o.o. from BSiPG Gazoprojekt SA, thereby increasing its interest in Powiśle Park Sp. z o.o. to 100%.
Also in 2012, registry courts registered transformation of the following entities into joint-stock companies:
- in January 2012 – PNiG Jasło Sp. z o.o.
- in June 2012 – PNiG Kraków Sp. z o.o., PGNiG Technologie Sp. z o.o. and PNiG NAFTA Sp. z o.o.
- in July 2012 – Geofizyka Kraków Sp. z o.o., Geofizyka Toruń Sp. z o.o. and Geovita Sp. z o.o.
Material changes in the PGNiG Group’s structure in Q1,2013
- In January 2013, the Extraordinary General Meeting of BUD-GAZ PPUH Sp. z o.o. resolved to wind up the company and commence its liquidation process.
- In January 2013, the Extraordinary General Meeting of PGNiG Poszukiwania SA resolved to amend the company’s Articles of Association by changing the company name to Exalo Drilling SA. The amendment was registered with the National Court Register in February 2013.
- In February 2013, the merger of PGNiG Poszukiwania SA with PNiG Kraków SA, PNiG NAFTA SA, PNiG Jasło SA, PN Diament Sp. z o.o. and ZRG Krosno Sp. z o.o. was registered with the National Court Register.
PGNiG Group consolidated companies
