PL

Motion of the Management Board of Grupa Kęty S.A. with regard to 2022 profit distribution and dividend payment as well as assessment of the motion by the Supervisory Board

The Management Board of Grupa Kęty S.A. (hereinafter referred to as the Issuer or the Company) informs that on 17 April 2023 it passed a resolution recommending to the Annual General Meeting:

a) allocation of the net profit generated by the Company in 2022, amounting to PLN 699,108,590.46 (say: six hundred ninety nine million one hundred and eight thousand five hundred and ninety zlotys 46/100) in the following manner:

  • the amount of PLN 603,134,500.00 (say: six hundred and three million one hundred and thirty four thousand five hundred zlotys 00/100) to be allocated to the payment of dividend to the shareholders ;
  • the amount of PLN 95,974,090.46 (say: ninety five million nine hundred and seventy four thousand ninety zlotys 46/100) to be allocated to the reserve capital increase;

b) payment of dividend to the shareholders in the amount of PLN 603,134,500.00 (say: six hundred and three million one hundred and thirty four thousand five hundred zlotys 00/100), i.e. PLN 62.50 per share, in reference to the number of shares of the Company as at the date of passing the resolution (9,650,152);

c) allocation of the actuarial gains related to revaluation of post-employment employee benefits, amounting to PLN 432,744.00 (say: four hundred and thirty two thousand seven hundred and forty four zlotys 00/100) to the reserve capital increase.

Moreover, in the motion of the Management Board of Grupa Kęty S.A. on 2022 profit distribution, the Issuer’s Management Board proposes 22 August 2023 as the dividend record day, whereas the dividend payment date is proposed to be:

  • 6 September 2023 – the amount of PLN 193,003,040.00 (say: one hundred and ninety three million three thousand and forty zlotys 00/100), i.e. PLN 20.00 per share (say: twenty zlotys 00/100);
  • 8 November 2023 – the amount of PLN 410,131,460.00 (say: four hundred and ten million one hundred and thirty one thousand four hundred and sixty zlotys 00/100), i.e. PLN 42.50 per share (say: forty two zlotys 50/100).

Recommending the amount and dates of dividend payment to the Annual General Meeting, the Management Board of Grupa Kęty S.A. took into account the current and foreseeable financial standing of the Company, including the internal policy of the Company with regard to maintenance of the net debt/EBITDA ratio at a level not higher than 2. The amount of the dividend complies with the Company policy in that regard, which assumes the dividend payment ratio of 60% to 100% of the consolidated net profit of the Company generated in the preceding year.

The recommendation by the Issuer’s Management Board was submitted to the Supervisory Board of the Company, which on 17 April 2023 – acting pursuant to Article 382.3 of the Code of Commercial Companies – issued a positive opinion on the Management Board’s motion with regard to distribution of the profit generated by the Company in 2022 as well as dividend payment.

The final decision regarding profit distribution for the reporting year 2022 and dividend payment will be made by the Annual General Meeting.

 

The ‘EBITDA’ parameter applied in the report represents the total profit on operating activities (an item of the profit and loss account for the respective reporting period) and depreciation (an item of the profit and loss account for the respective reporting period). The ‘EBITDA’ parameter is a measure presenting the capability of the Company to generate cash on basic activities. The ‘EBITDA’ ratio calculated in accordance with the above mentioned guidelines amounted to PLN 1,031,435,000 in the consolidated financial statements for 2022.

The ‘net debt’ parameter applied in the report represents the total of long-term loan payables and long-term lease liabilities (items of the balance-sheet equity/liabilities), plus short-term loan payables and short-term lease liabilities (items of the balance-sheet equity/liabilities), less the value of cash and cash equivalents (an item of the balance-sheet assets). The ‘net debt’ ratio presents the value of bank loans and other interest-bearing liabilities, in consideration of the cash available, which may be allocated to the debt repayment. In the consolidated financial statements for 2022, the ‘net debt’ ratio calculated in accordance with the above mentioned guidelines amounted to PLN 1,056,332,000 as at 31 December 2022.