ORLEN ORLEN Group 2017
Integrated Report

Shares and Shareholding Structure

GRI INDICATORS:
Capitals:

PKN ORLEN shares are traded on the main market of the Warsaw Stock Exchange in the continuous trading system and are included in the WIG, WIG20, WIG30, WIG-Poland general market indices and in the WIG-FUELS industry index. In October 2017, the price of PKN ORLEN shares reached an all-time high of PLN 134.00 per share, and the Company’s market capitalisation exceeded PLN 57.3 billion, thus making PKN ORLEN the most valuable Polish company traded on the main market of the Warsaw Stock Exchange.

In 2017, the blue-chip WIG20 index and the all-cap WIG index increased by, respectively, 26.4% and 23.2% year on year. In this period, the price of PKN ORLEN shares increased by 24.3%. Total return on PKN ORLEN shares (price appreciation + dividend) was 27.7%. In 2017, 212,359,184 (68.5% of the free float, excluding shares held by the State Treasury) PKN ORLEN shares were traded on the main market, a decrease of 20.2% on 2016.

Shareholding structure in PKN ORLEN1

1Based on disclosures provided for the purpose of the PKN ORLEN Extraordinary General Meeting of February 2nd 2018.
 
  • The share capital of PKN ORLEN is divided into 427,709,061 ordinary bearer shares with a par value of PLN 1.25 per share. PKN ORLEN shares are freely transferable.
  • The PKN ORLEN Management Board has no knowledge of any agreements which would results in future changes of holdings of Company shares.
  • In 2017, the ORLEN Group did not operate any employee stock option scheme.
  • In 2017, PKN ORLEN did not buy back its own shares.
  • As at December 31st 2017, members of the PKN ORLEN Management Board did not hold any shares of the Company.
  • As at December 31st 2017, none of the members of the Parent's Supervisory Board held any PKN ORLEN shares.

Key data regarding PKN ORLEN’s share

Key data Unit 2017 2016 2015 change %
1 2 3 4 5 6=(3-4)/4

Net profit attributable to equity owners of the Parent Company

PLN mn 6,655 5,261 2,837 26.5%

Highest share price1

PLN 134.00 87.17 85.25 53.7%
Lowest share price1 PLN 81.18 57.64 47.75 40.8%
Share price at the year-end1 PLN 106.00 85.30 67.85 24.3%
Average price in the period1 PLN 109.37 68.56 65.84 59.5%

P/E2 ratio average

  7.0 5.6 9.9 25.0%
P/E P/E2 ratio at the end of the year   6.8 6.9 10.2 -1.4%

Number of shares

Item 427,709,061 427,709,061 427,709,061 0.0%
Capitalisation at the year end PLN mn 45,337 36,484 29,020 24.3%
Average daily trading value PLN mn 91 73 86 24.7%
Average daily trading volume Item 849,437 1,059,622 1,288,482 -19.8%

1Share price according to a closing share price.
2P/E – stock market price (P) / value of net profit per one share (earnings per share – EPS).

The list of financial institutions which issue recommendations and reports relating to shares of PKN ORLEN1

Seated in Poland
BDM                                                             mBank                   
BOŚ PKO BP
BZ WBK Vestor
Citi Trigon

 

Seated outside of Poland
Bank of America Merrill Lynch Morgan Stanley
Concorde Securities Raiffeisen
Erste Societe Generale
HSBC UBS
Wood  

1As at the date of 25 June 2018.

For current recommendations on the Company shares, see the corporate website at: www.orlen.pl

Key events on the background of quotations PKN ORLEN in 2017

Source: Own preparation based on the Warsaw Stock Exchange.

Quotations of PKN ORLEN on WSE in 1999 – 2017

Source: Own preparation based on the Warsaw Stock Exchange.

Quotations of PKN ORLEN, WIG20 and WIG-FUELS on WSE in 20171

 

1Percentage change of quotations of PKN ORLEN, WIG 20 in relation to the listing of 30 December 2016.
Source: Own preparation based on the Warsaw Stock Exchange.

Significant stake

In 2017 and until the date of authorization of this Report there was no change in the structure of shareholders with a stake of more than 5% in the PKN ORLEN share capital. The number of shares held by the shareholders is presented based on the most recent, official information acquired by the Company.

Shareholding structure in PKN ORLEN as at 1 January 2017, 31 December 2017 and the date of the approval of this report.

Shareholder Number of shares and votes at a general meeting (as at 01.01.2017*) Share in share capital and in total number of votes at a General Meeting (as at 01.01.2017*) Number of shares and votes at a general meeting (as at 31.12.2017**) Share in share capital and in total number of votes at a General Meeting (as at 31.12.2017**) Number of shares and votes at a general meeting (on the date of approval of the report ***) Share in share capital and in total number of votes at a General Meeting (on the date of approval of the report ***)
State Treasury 117,710,196 27.52% 117,710,196 27.52% 117,710,196 27.52%
Nationale-Nederlanden OFE 39,785,564 9.30% 33,000,000 7.72% 30,000,000 7.01%
Aviva OFE 31,257,000 7.31% 29,900,000 6.99% 28,300,000 6.62%
Others 238,956,301 55.87% 247,098,865 57.77% 251,698,865 58.85%
Total 427,709,061 100.00% 427,709,061 100.00% 427,709,061 100.00%

* According to the information from the OGM PKN ORLEN held on 3 June 2016.
** According to the information from the OGM PKN ORLEN held on 30 June 2017.
*** According to the information from EGM PKN ORLEN held on 2 February 2018.

Special control and voting rights

The exercise of the voting right and special control have been regulated in detail in PKN ORLEN’s Articles of Association. According to the provisions of the Articles of Association, one share of PKN ORLEN entitles to one vote at the Company’s General Meeting. The voting right of the shareholders has been restricted in the Articles of Association to the extent that none of them can exercise more than 10% of the total votes existing in the Company as at the date the General Meeting is held.

The restriction of the voting right does not apply to the State Treasury and the depositary bank which issued, on the basis of the agreement with the Company, depository receipts in connection with the Company’s shares (in case this entity exercises the voting right from the Company’s shares). The shareholders whose votes are subject to accumulation and reduction are jointly referred to as ‘the Shareholders Grouping’. The rules of accumulation and reduction are specified in detail in the Articles of Association. The shareholders being a part of the Shareholders Grouping cannot exercise the voting right from more than 10% of the total votes existing in the Company as at the date the General Meeting is held.

If the cumulated number of shares registered in the General Meeting by the shareholders being a part of the Shareholders Grouping exceeds 10% of the total number of shares of the Company, the votes resulting from the number of held shares are subject to reduction, the rules of which have been specified in detail in the Articles of Association of the Company. The restriction of the voting right, described above, does not apply to the entities dependent on the State Treasury.

The State Treasury is entitled to appoint and recall one Member of the Supervisory Board. Furthermore, one Member of the Management Board of PKN ORLEN is appointed and recalled by the Supervisory Board upon the request of the State Treasury.

Additionally, in accordance with the Articles of Association of the Company, as long as the State Treasury is entitled to appoint a Member of the Supervisory Board, a resolution granting approval for activities related to sale or encumbrance in any way of shares or stock in the following companies: Naftoport Sp. z o.o., Inowrocławskie Kopalnie Soli S.A. as well as in the company that will be created in order to operate the pipeline transport of liquid fuels, require a vote in favour of their adoption by the Supervisory Board Member appointed by the State Treasury.

Special rights for the State Treasury shareholder can be a result of the commonly applicable provisions of law, i.e.:

  • The Act of 18 March 2010 on specific rights vested in the Minister in charge of energy and their execution in certain capital companies or capital groups conducting business activities in the electricity, crude oil and gas fuel factors.
  • The Act of 24 July 2015 on the control of certain investments.
  • The Act of 16 December 2016 on the rules of managing the national assets.

Dividend policy

For the past five years, the Company has implemented a dividend policy factoring in its financial ratios, overall financial condition and expansion plans. The recommendation of profit distribution for PKN ORLEN for 2017 is presented in section 9.2.8.6. of Consolidated Financial Statement for 2017.

Ratings

In April 2017, Moody’s Investor Services raised PKN ORLEN’s rating from Baa3 to Baa2 to reflect a significant improvement in the financial condition of the ORLEN Group, led by consistent efforts to reduce debt, diversify funding sources and keep financial ratios at a safe level. Fitch Ratings Ltd. affirmed PKN ORLEN’s long-term credit rating at  BBB- with a stable outlook.



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