3 Contents 1 CONTENTS I. INTRODUCTION 2 Foreword by the Chairman of the Board of Directors 2 History and development of the Prague gas industry 4 II. SELECTED DATA ON THE COMPANY 6 Basic data on the Company 6 Data on Company bodies and management 10 Data on the Company s activities and financial position 18 III. REPORT OF THE BOARD OF DIRECTORS ON THE BUSINESS ACTIVITIES OF THE COMPANY AND ITS ASSET POSITION 20 IV. IMPORTANT EVENTS IN THE FIRST QUARTER OF V. ANTICIPATED DEVELOPMENT OF THE COMPANY 35 VI. FINANCIAL SECTION 37 Auditor s report on non-consolidated financial statements 38 Non-consolidated financial statements 39 Notes to non-consolidated financial statements 42 Auditor s report on consolidated financial statements 57 Consolidated financial statements 58 Notes to consolidated financial statements 62 VII. AUDITOR S OPINION ON THE ANNUAL REPORT 93 VIII. REPORT OF THE SUPERVISORY BOARD 96 IX. DATA ON THE PERSONS RESPONSIBLE FOR THE ANNUAL REPORT AND AUDIT OF THE FINANCIAL STATEMENTS 98 X. ABBREVIATIONS 99 XI. REPORT ON RELATIONS BETWEEN RELATED PARTIES 101 This Annual Report has been prepared in accordance with Act No. 563/1991 Coll., on accounting, as amended and Act No. 513/1991 Coll., the Commercial Code, as amended. All documents and materials referred to in this Annual Report may be viewed at the Company s Head Office. Prague, 22 April 2013
4 2 Annual Report 2012 / Pražská plynárenská, a. s. I. INTRODUCTION Foreword by the Chairman of the Board of Directors Dear Ladies and Gentlemen, It is my pleasure to state that 2012 was successful for Pražská plynárenská Group and that, because of the effort of all of our employees, we managed to exceed the planned profit. The Company is economically and financially stable, and so has the best prerequisites for further development. I would like to thank not only to the management for this, but mainly the employees of the Group. The business environment was strongly affected by increasing competition in all segments of our business last year. Sales of gas to households and small customers was again under pressure from so-called door-to-door sellers. Pražská plynárenská responded to this by improving communication with its customers with an emphasis on transparency, quality and stability of offered services. It resulted in the company maintaining a relatively stable portfolio of households. In the field of sales of gas to medium and large customers, we fought on the market with the continuing decline in margins and thus also in profitability. Despite the unfavorable economic situation and the deterioration of the solvency of the population and businesses, we managed to keep overdue receivables at the same level as in previous years with the fact that these receivables are adequately covered by provisions. In 2012, we entered the electricity sales market. We expect that this year will positively reflect the results of our work and so we will become a more significant player in the energy market that fully offers both media. To conclude, please allow me, on behalf of the Board of Directors, to thank all our customers, business partners and employees for their effort and loyalty in Ing. Miroslav Nosál, CFA Chairman of the Board of Directors
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6 4 Annual Report 2012 / Pražská plynárenská, a. s. History and development of the Prague gas industry The Prague gas industry has a longstanding history dating back to 1847, when the first gasworks was brought into operation in the suburb of Karlín for public lighting of Prague s streets. Thanks to this the first of more than 200 gas lamps were lit in the streets of Prague on 15 September of that year. Important milestones in the Prague gas industry include: In 1867, the first municipal gasworks was brought into operation on the boundary between Žižkov and Vinohrady, which took over operation and management of public gas lighting in the streets and squares of Prague and supply for the majority of private businesses. In 1927, the biggest and most modern carbonisation gasworks in Czechoslovakia at that time was completed by the Prague Municipality in Michle in Prague. Its site is still being used by Pražská plynárenská, a. s. for the performance of some of its activities and the registered offices of its subsidiaries are located there. In 1947, town gas was brought to Prague by a long-distance pipeline from the gasworks at Záluží near Most. This launched the next stage in the development of the gas industry, consisting of the phasing out of local gasworks and connecting communities to high-capacity plants by means of long-distance pipelines. In 1968, a high-capacity state-ofthe-art town gas plant was also constructed in Prague-Měcholupy. Between 1974 and 1988 conversion from town gas to natural gas took place in Prague. This ushered in a new more modern, more environmentally friendly and safer era in the gas industry. In 1993, privatisation of Czech gas companies began. Joint-stock gas companies were formed from branch units of the state enterprise ČPP. pražská plynárenská, a. s. was established on 31 December 1993 from the former Pražské plynárny, odštěpný závod (Prague Gasworks branch unit) of the state enterprise České plynárenské podniky (Czech Gas Companies). In 1996, the last town gas production plant in Prague was closed down, thereby ending the 149-year era of town gas production in Prague saw the start of the return of gas street lighting to the streets of Prague s historic centre. On 1 January 2007, the natural gas market was fully opened in the Czech Republic and the subsidiary Pražská plynárenská Distribuce, a. s., a member of the Pražská plynárenská, a. s. Group, started its activities, thereby meeting the legislative requirement for the legal unbundling of the regulated activity of distributing natural gas from trading in this commodity. pražská plynárenská, a. s. launched a project to support the use of compressed natural gas (CNG) for automobile propulsion. On 3 December 2007, the first car rental facility in the Czech Republic for cars running on CNG began operation on the PP, a. s. site in Michle. In August 2012, Pražská plynárenská, a. s. was registered by the Energy Regulatory Office to the list of companies that is committed to complying with regulations stated in the Code of Business Ethics.
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8 6 Annual Report 2012 / Pražská plynárenská, a. s. II. SELECTED DATA ON THE COMPANY The information given in this Chapter applies to the non-consolidated financial statements, unless stated otherwise. Basic data on the Company Business name: Pražská plynárenská, a. s. Registered office: Prague 1 Nové Město, Národní 37, Postcode: Company ID No.: Tax ID No.: CZ Entry in the Business Register: Municipal Court in Prague, Section B, file 2337 Bank details: ČSOB, a. s. account No.: /0300 Tel.: Fax: Business offices: Jungmannova 31, Palác Adria, Prague 1 U Plynárny 500, building No. 37, Prague 4 Osvobozených politických vězňů 379, Kladno Slovanská alej 1993/28, Plzeň Gočárova třída 133/71, Hradec Králové 2 Mírové náměstí 208/35, Ústí nad Labem Web pages: Company profile Pražská plynárenská, a. s. is one of the most important energy companies in the Czech Republic. It is the traditional and largest natural gas supplier in the region of the capital city Prague and its surroundings; since 2012, it supplies natural gas along with electricity all around the Czech Republic. Apart from reliable energy supplies, it provides a wide range of supplementary services and products, often unique to domestic market, to its customers. Importance of the Company and its contribution to the region Pražská plynárenská, a. s. is a stable and prosperous energy company with a long tradition and experience. It is a reliable energy supplier to app. 420,000 customers, whose needs, expectations and preferences are continuously monitored and to whom the Company responds flexibly. Its competitiveness on the energy market is, in addition to other things, based on providing a wide range of supplementary services, products and comfortable customer service. For a long time the Company has been active in alternative use of natural gas, especially in transport and in its safe and effective usage. It traditionally supports charity, social, cultural and sport projects and so actively contributes to the positive development of civil society.
9 II. Selected Data on the Company 7
10 8 Annual Report 2012 / Pražská plynárenská, a. s. Basic economic indicators ( ) Company revenues Profit before tax Profit after tax Equity Registered capital in CZK ,846,682 12,285,251 11,962,339 9,623,710 9,335,952 in EUR , , , , ,314 in CZK , , , , ,292 in EUR ,484 29,271 13,968 27,386 28,727 in CZK , , , , ,963 in EUR ,306 25,172 13,572 26,236 26,765 in CZK 000 3,208,447 3,539,907 3,381,465 3,522,288 3,673,145 in EUR , , , , ,090 in CZK 000 1) 1,439,907 1,439,907 1,439,907 1,439,907 1,439,907 in EUR ,269 57,269 57,269 57,269 57,269 Non-consolidated earnings per share in CZK Consolidated earnings per share in CZK Dividend per 1 share in CZK Numer of employees on record as at 31 December Average full-time equivalent Natural gas 4) Sale3 in kwh million 11, , , , ,354.2 in m 3 million 1, , , Number of points of sales at 31 December 443, , , , ,581 Electricity 5 Number of points of sales 1,276 Sale in kwh million 2.0 as at 31 December The average CZK/EUR exchange rate for 2012 is CZK/EUR and is used for conversion of all data in the table for previous years. 1) registered capital entered in the Business Register. 2) In 2012 the Group Pražská plynárenská, a. s., changed the calculation of provisions to overdue receivables, so that overdue receivables will not be decreased by overpayments. According to the IAS 8 methodology, adjustment was made for the data of the same period of 2011, and this fact causes a change in the values reported in the consolidated statement of comprehensive income for the year 2011 and consolidated earning per share. 3) Volumes of natural gas measured in m3 are converted into kwh using a calorific value coefficient, the value of which is obtained from NET4GAS, s. r. o., based on a monthly hand-over protocol. 4) During 2012 a total of 404 offtake points from the VO and SO category were transferred to the subsidiary Pragoplyn, in offtake points were transeferred. 5) sale of electricity began on 1 January Securities issued The registered capital of CZK 1,439.9 million has not been changed since the Company was incorporated. An overview of all of the shares issued by the Company is given in the following table. Type Ordinary shares Ordinary shares Ordinary shares Form bearer registered registered Nature booked securities booked securities booked securities Number 950, ,568 1 Nominal value CZK 1,000 CZK 1,000 CZK 1,000 Total issue value CZK 950,338,000 CZK 489,568,000 CZK 1,000 ISIN CZ CZ CZ Other information Since 2008, shares have not been traded on the regulated market in the Czech Republic. Registered shares have limited transferability. The Annual General Meeting must give the owner its consent for their transfer.
11 II. Selected Data on the Company 9 Ownership structure of Pražská plynárenská, a. s. as at 31 December 2012 Pražská plynárenská, a. s. was controlled during all of 2012 by Pražská plynárenská Holding a. s. (registered office: Prague 4, U Plynárny 500, Postcode , Company ID No.: ), likewise PPH a. s. PPH a. s. had a 50.2% share of the registered capital of PP, a. s. No control agreement has been concluded between PP, a. s. and PPH a. s. Structure of major shareholders in Pražská plynárenská, a. s. as at 31 December 2012 Shareholder Address Number of shares in PP, a. s. Share of registered capital (%) Pražská plynárenská Holding a. s. U Plynárny 500, Prague 4 722,797* Denisstrasse 2, Munich, E.ON Czech Holding AG Federal Republic of Germany 710,551** Other legal entities and natural persons 6, Total 1,439, * Of which 489,568 are registered shares. ** Of which 1 is a registered share. Ownership interests The following diagram shows the structure of Pražská plynárenská, a. s. Group. Pražská plynárenská, a. s. has a 100% ownership interest in all its subsidiaries. Pražská plynárenská Distribuce, a. s., člen koncernu Pražská plynárenská, a. s. address: U Plynárny 500, Praha 4, Company ID No.: Informační služby - energetika, a. s. address: U Plynárny 500, Praha 4, Company ID No.: Pražská plynárenská, a. s. Pražská plynárenská Správa majetku, a. s., člen koncernu Pražská plynárenská, a. s. Prometheus, energetické služby, a. s., člen koncernu Pražská plynárenská, a. s. Pražská plynárenská Servis distribuce, a. s., člen koncernu Pražská plynárenská, a. s. address: U Plynárny 500, Praha 4, Michle, Company ID No.: address: U Plynárny 500, Praha 4, Company ID No.: address: U Plynárny 1450/2a, Praha 4, Company ID No.: Měření dodávek plynu, a. s. address: U Plynárny 500/44, Praha 4, Michle, Company ID No.: Pragoplyn, a. s. address: Jungmannova 36/31, Praha 1, Nové Město, Company ID No.: distribution and network management services trade and services services for distribution and trade trade In 2012, PP, a. s. had no organisational unit abroad. Detailed data on the subsidiaries of PP, a. s. are given in the Notes to the consolidated financial statements which are included in this Annual Report.
12 10 Annual Report 2012 / Pražská plynárenská, a. s. Data on Company bodies and management General Meeting The General Meeting is the supreme body of the Company. It consists of all shareholders present. Annual General Meeting held on 14 June 2012 The General Meeting approved the allocation of the net profit for 2011, amounting to CZK 659,6 million. In all, CZK 4.7 million was transferred to the social fund, CZK 25.0 million was paid as a tantième, CZK million was paid off as a dividend. Thus, each share of the Company had a value of CZK 342 before tax. The amount of CZK million was transferred to the retained earnings from previous years. They also approved the report of the Board of Directors on the Company s business activities and its asset position in 2011 and the annual and consolidated financial statements. The General Meeting approved the changes to the principal business activities, which brought the principal business activities into compliance with the current, real situation of the Company s activities and the Trade Act. Furthermore, a change to the Company s Articles of Association was approved due to the changes to the Commercial Code. Extraordinary General Meeting held on 29 October 2012 The General Meeting recalled RNDr. Lubomír Habrnál from the function of a Member of the Supervisory Board. To previously vacant positions of Members of the Supervisory Board, Pavel Hurda and Dr.-Ing. Milan Urban were elected. Furthermore, with effect from 30 October 2012 Marc Müller, MBA, was elected as a Member of the Supervisory Board. Board of Directors The PP, a. s. Board of Directors has four members. It is a statutory body which manages the Company s activities and acts on its behalf. The term of office of individual Members of the Board of Directors is five years under the Articles of Association. It acts and signs on behalf of the Company concerning third parties and before courts and other authorities to the full extent of the Board of Directors powers, either all the Members of the Board of Directors jointly or two Members of the Board of Directors. Due to Ing. Milan Fafejta ending his term of office, the Supervisory Board once again elected him to the Company s Board of Directors with effect from 3 July During the meeting of the Board of Directors held on 29 October 2012 Pavel Hurda gave a notice for resignation from the function of a Chairman of the Board of Directors and Member of the Board of Directors. The Board of Directors approved based upon his request the termination of his function to with the effect from 29 October The Supervisory Board meeting held on 29 October 2012 elected Ing. Miroslav Nosál, CFA, as a new Member of the Board of Directors, who was at the following meeting of the Board of Directors elected as a Chairman of the Board of Directors with effect from 6 November As at 31 December 2012, the Board of Directors consisted of the following members: Ing. Miroslav Nosál, CFA, Chairman of the Board of Directors Eckart Baum, Vice-Chairman of the Board of Directors Ing. Milan Fafejta, Member of the Board of Directors Dr. František Kotula, Member of the Board of Directors Supervisory Board The Supervisory Board is the Company s control body and supervises how the Board of Directors exercises its authority; it elects and dismisses its members and supervises the Company s business activities. It has nine members and the term of office of individual Members of the Supervisory Board is five years under the Articles of Association. Bc. Miroslav Vránek and Ing. Marta Ptáčková were reappointed by employees as members of the Supervisory Board with the effective date 10 January The Supervisory Board of the Company received a letter from Karel Dietrich-Nespesny based on which he resigned from his post of a Member of the Supervisory Board. His function terminated on 10 September The Supervisory Board meeting appointed Marc Müller, MBA, as an alternative Member of the Supervisory Board with the effect from 11 September 2012 until 29 October 2012, when the General Meeting was held, that elected him as a new Member of the Supervisory Board with the effect from 30 October During the meeting of the Supervisory Board held on 29 October 2012, Bc. Ondřej Pecha gave a notice for resignation from his function of a Member of the
13 II. Selected Data on the Company 11 Supervisory Board. The Supervisory Board approved his request, thus his function terminated on 29 October Afterwards, based on the decision of the General Meeting, there were some changes made in composition of the Supervisory Board (see chapter General Meeting). During meeting of the Supervisory Board held after the end of the General Meeting on 29 October 2012, Pavel Hurda was elected as a Vice- Chairman of the Supervisory Board. Ing. František Vašák, CSc., Human Resources Director Proxies At least two Proxies always act and sign on behalf of the Company jointly. The Proxies in 2012 were: Ing. Milan Fafejta Ing. Josef Hais Ing. Jiří Hamšík Ing. František Vašák, CSc. Since January 2005 he has held the post of finance director (finance, accounting, taxes) in E.ON Česká republika, s. r. o. (České Budějovice). Since September 2006 he has been a Member of the Board of Directors of PP, a. s. and since November of the same year he has been its Vice- Chairman. Since June 2007 he has been the Chairman of the Supervisory Board of PPD, a. s., and since July of the same year he has been the Chairman of the Board of Directors of Pragoplyn, a. s. As at 31 December 2012, the Supervisory Board consisted of the following members: Dipl.-Ing. Michael Fehn, Chairman of the Supervisory Board Pavel Hurda, Vice-Chairman of the Supervisory Board Magnus Alexander Brandau, Member of the Supervisory Board Marc Müller, MBA, Member of the Supervisory Board Lorenz Pronnet, Member of the Supervisory Board Ing. Marta Ptáčková, Member of the Supervisory Board JUDr. Lubomíra Stojkovičová, Member of the Supervisory Board Dr.-Ing. Milan Urban, Member of the Supervisory Board Bc. Miroslav Vránek, Member of the Supervisory Board Top Company management There were no personnel changes in Company management in In 2012 the Company s management consisted of: Ing. Milan Fafejta, Managing Director Ing. Josef Hais, Commercial Director Ing. Jiří Hamšík, Financial Director Information on members of Company bodies and management in 2012 (given in alphabetical order of surnames) Eckart Baum Vice-Chairman of the Board of Directors Before beginning and during his studies at the University of Humberside in Hull (Great Britain) and FH in Münster (Germany) he gained experience in turn in BMW AG (Spain and Germany), Banque Nationale de Paris SA (Luxembourg) and AMISA (Santiago de Chile/Lima). After completing his studies, he worked from 1995 to December 1997 at the head office of E.ON Energie AG in Munich, in the finance department/mergers and international acquisitions section. From January 1998 to October 2001 he worked as Financial Controller and Senior Finance Manager on secondment to Amata Power (Bangkok, Thailand). From November 2001 to December 2004 he held the post of head of controlling/finance in E.ON Bohemia (Prague, Czech Republic). Since January 2003 he has been the Statutory Director of Ško-Energo Fin, s. r. o. Since June 2004 he has been a Member of the Supervisory Board of Teplárna (Heating Plant) Kyjov, a. s.; and since July of the same year he has been its Vice-Chairman. Magnus Alexander Brandau Member of the Supervisory Board From 1983 to 1985, he studied political science at Bonn University and then, until 1986, at the Institut d`études politiques de Paris in Paris. From 1986 to 1991 he studied administration science at Constance University. From 1991 to 1993, he worked as an official of the Baden-Württemberg CDU/ CSU Land Group and then, until 1996, as the Economic-Political Official of the CDU/ CSU Group in the Federal Parliament. From 1996 to 1999, he held the position of Head of the VEBA AG Office in Bonn; from 1999 to 2000, he worked as Head of the E.ON AG representative office in Berlin and from 2000 to 2003 he worked in the E.ON Energie AG Board of Directors Office. Since November 2003 he has been Head of the E.ON Czech Holding AG Corporate Services division and since January 2005 he has held the position of Head of the Corporate Services and Corporate Communication divisions of the E.ON Czech Group. Since 2007 he has been the Chairman of the Supervisory Board of Jihočeská plynárenská, a. s. (South Bohemia Gas Company). In December 2009 he became a Member of the Supervisory Board of PP, a. s. and was
14 12 Annual Report 2012 / Pražská plynárenská, a. s.
15 II. Selected Data on the Company 13 elected to the Supervisory Board of PPH a. s. in February Ing. Milan Fafejta Member of the Board of Directors, Managing Director and Proxy After studying at the Chemical Technology University in Prague, he worked in turn in the Czechoslovak Academy of Sciences as a specialist assistant and in Chemopetrol Benzina Prague as a department manager. He has been working in the gas industry since 1987, in the following positions: in Středočeské plynárny, o. z. (Central Bohemia Gas Company, branch unit), ČPP Prague as head of the procurement department, in Středočeské plynárny, o. z. as branch unit director, in Pražské plynárny, o. z. as branch unit director. From 1994 to 2002 he was the Chairman of the Pražská plynárenská, a. s. Board of Directors, and has been a Member of the Board of Directors since then. He is the managing director and also since 2002 an Proxy of PP, a. s. He is a Member of the Board of Directors of PPH a. s. and, since June 2007, he has been a Member of the Supervisory Board of PPD, a. s., and since June 2008 its Vice-Chairman. Dipl.-Ing. Michael Fehn Chairman of the Supervisory Board From 1980 to 1985, he studied electrical engineering at the Technical University in Munich. From 1986, he worked for five years in Bayernwerk AG as a project engineer and deputy manager of the large projects funding section. In 1991 and 1992, he headed Bayernwerk s representative office in Slovakia. He worked for four years in EuroBayernwerk as head of the financial matters section, where he was responsible for the funding of international projects. In the period from 1995 to 1998, he was the Statutory Director of Umwelt-Energie- Technik, then worked for one year as sales and marketing director in the distribution company Isar-Amperwerke, a subsidiary of Bayernwerk. Since February 1999, he has been working in the Czech Republic, where he became the Statutory Director of E.ON Bohemia, s. r. o. In 2002, he was appointed Chairman of the Board of Directors of E.ON Czech Holding AG. From 2002 to 2007, he held the position of Vice-Chairman of the Supervisory Board of Jihočeská plynárenská, a. s. (South Bohemia Gas Company). In 2003, he was elected to the Supervisory Board of Jihomoravská plynárenská, a. s. (South Moravia Gas Company). In April 2004 he became a Member of the Supervisory Board of PPH a. s., and since July 2007 he has been its Vice-Chairman. In June 2004, he was elected by the Annual General Meeting to the Supervisory Board of PP, a. s., and since May 2006 has been its Chairman. In December 2004, he was elected Chairman of the Board of Directors of E.ON Česká republika, a. s. In January 2005, he was elected Chairman of the Supervisory Board of E.ON Energie, a. s. He is the Statutory Director of E.ON Česká republika, s. r. o. and the Statutory Director of E.ON Czech Holding Verwaltungs GmbH. Since July 2008, he has been the Vice-Chairman of the Supervisory Board of E.ON Distribuce, a. s. and since November 2008 the Chairman of the Supervisory Board of E.ON Trend, s. r. o. Since 2011, he is also a Member of the Supervisory Board of E.ON Slovensko, a. s. RNDr. Lubomír Habrnál Vice-Chairman of the Supervisory Board (until 29 October 2012) He is a graduate of the Natural Sciences Faculty of Charles University, in the field of Geology and Hydrogeology Engineering. He obtained the degree of Doctor of Natural Sciences in 1981 after submitting a thesis on building foundations. He worked in the Transport and Engineering Construction Designing Institute, initially as a survey engineer, then as plant director and company director. From 1990 to 1998, he worked as deputy financial director in Pražské vodovody a kanalizace, a. s. (Prague Water and Sewerage Company). Recently, working for his family firm, he organised investment projects in the infrastructure field. After being elected councillor in November 2002, he became the full-time chairman of the Prague City Council Infrastructure Committee; he was a councillor until October Since June 2007 he has been a Member of the Supervisory Board of Ostravské vodárny a kanalizace, a. s. (Ostrava Water and Sewerage Company). He has been a Member of the Supervisory Board of PP, a. s. since June 2003, and its Vice-Chairman with effect from October Ing. Josef Hais Commercial Director and Proxy He completed his studies at the Mechanical Engineering Faculty of the Czech Technical University, and a threeyear period of study at the Theoretical Principles of Chemical Engineering Institute of the Czechoslovak Academy of Sciences. In 1982, he started to work in
16 14 Annual Report 2012 / Pražská plynárenská, a. s. the Company Head Office of Středočeské plynárny, subsequently in Pražská plynárenská, a. s., where he worked in the following positions: head of technical control in the gas distribution department, independent designer, chief metrologist, head of the metering department, head of metering and dispatching services, and head of the gas dispatch and emergencies department. From December 2004 to September 2005, he managed the Distribution Department in PP; from December 2005 to January 2007 was a Member of the Supervisory Board of Pražská plynárenská Distribuce, a. s. In October 2005, he was elected to the position of Sales Director of PP a. s., and in July 2006 became the Company s Proxy. From April until the end of 2006, he was a Statutory Director of Prometheus, energetické služby, s. r. o. from April until November 2004, he was the Director. From July 2007 to November 2010, he was a Member of the Supervisory Board of Pragoplyn, a. s.; and from May 2008 to November 2010, he was the Chairman of the Supervisory Board of PPSM, s. r. o. In November 2010, he was elected to the position of a Member of the Pragoplyn, a. s. Board of Directors. Ing. Jiří Hamšík Financial Director and Proxy He studied at the National Economy Faculty of the Economics University in Prague in the Industrial Economics field, and Securities Valuation at the Assets Valuation Institute of the Economics University. In 1986, he was appointed court expert witness in the economics field for prices and estimates. From 1983 to 1985, he worked at the Czech Ministry of Industry as senior specialist officer. From 1985 to 1991, he worked in České plynárenské podniky (Czech Gas Companies) in the position of assistant to the director and then head of the Director General s office. From 1991 to 1993, he worked in ADEKO as director of the strategy and development division. In 1993 and 1994, he held the post of commercial director in the ALL IN REAL ESTATE LEASING company. He worked in the Sportvest Investment Company, a. s. between 1994 and 1999 as a specialist in the field of marketing and market research and later as deputy managing director. From 1996 to 1999, he was head of the strategic portfolio division and then head of the subsidiary companies section in Sazka, a. s. In 1999, he joined Inservis, a. s., where up to 2000 he worked as specialist consultant. From 2000 to 2003, he held the post of director of Prometheus, energetické služby, s. r. o. and he was the Statutory Director from 2002 to Since 2004, he has been the financial director of Pražská plynárenská, a. s. and also its Proxy. From December 2005 to March 2007, he was a Member of the Supervisory Board of PPD, a. s. From March 2006 to April 2008, he was the Chairman of the Supervisory Board of PPSM, s. r. o. Since April 2008, he has been the Chairman of the Supervisory Board of ISE, a. s. Pavel Hurda Vice-Chairman of the Supervisory Board (since 29 October 2012), Chairman of the Board of Directors (until 29 October 2012). After completing his studies at grammar school and the Technical Civil Engineering Secondary School specialising in structural engineering, he worked as a construction site manager, building supervisor and investor s representative and in other positions in the Pozemní stavby (Structural Engineering Works), Pražská stavební obnova (Prague Building Restoration) companies and others. After 1990, he worked as a director of BP, s. p., then as the Chairman of the Board of Directors and the director of Správa komunálního majetku Prahy 3, a. s (Prague 3 District Communal Assets Administration), and then in the position of the Chairman of its Supervisory Board. He works as a councillor at Prague City Hall. He is a Prague 3 District councillor, where he has worked as a Member of the district s Executive Council for many years. He has had many years experience of holding the posts of Chairman, Vice- Chairman, Member of Statutory Bodies of joint-stock companies and in carrying out shareholders rights. He was a Member of the Supervisory Board of PP, a. s. from 2003 to Since 2004, he has been the Chairman of the Board of Directors of PP to October 2012 when he was Vice-Chairman of Supervisory Board PP a.s. Since July 2007, he has been the Chairman of the Supervisory Board of Pragoplyn, a. s. Since 27 April 2011, he is a Member of the Supervisory Board of Dopravní podnik hlavního města Prahy, a. s. (Prague Public Transport Company). He is also a Member of the Statutory Bodies of a number of other companies. Dr. Dipl.-kfm. František Kotula Member of the Board of Directors He studied for 4 semesters at the Economics University in Prague. From 1969 to 1974, he studied economics at the J.W.Goethe Universität in Frankfurt am Main. In 1974, he took his final examination for the degree of Diplom- Kaufmann and in 1978 obtained a doctor s degree in Economic Sciences as Dr. rer. pol. From 1978 to 1979, he worked in the auditing company Treuverkehr AG, then
17 II. Selected Data on the Company 15 from 1979 to 1990 in the Head Office of the Federal Ministry of Economy (BAW) in the Energy Section. From 1991, he worked as an advisor to the Czechoslovak Minister of the Economy for energy issues, on the Supervisory Board of OKD and also as head of the Czechoslovak and later the Czech representative office of Ruhrgas AG in Prague. Since 2004, he has been a Member of the Board of Directors of PP, a. s. In the same year he became a Member of the Board of Directors of PPH, a. s. and has been its Vice-Chairman since June Since July 2007, he has been a Member of the Supervisory Board of Pragoplyn, a. s. Since May 2008, he has been a Member of the Supervisory Board of PPD, a. s. Marc Müller, MBA Member of the Supervisory Board (since 30 October 2012) In the years , he studied law at the University of Freiburg. During the time at the Provincial Court of Offenburg, he obtained a master s degree in Financial Services at the University of Wales. After completing his legal studies, he worked as an independent lawyer in Offenburg. Since 2005, he has worked in the Law Department of E.ON Czech Republic, s.r.o. (formerly E.ON Czech Republic, a.s.), which he has led from the summer of Moreover, since 2011, he is a Proxy of the Company. From June 2011 to September 2012 he was also a Chairman of the Supervisory Board of LUMEN Energy a.s., he became a Member of the Supervisory Board of PP a.s., in September Karel Dietrich-Nespesny Member of the Supervisory Board (until 10 September 2012) In 1997, he completed his studies in business economics at FH Würzburg. From 1998 to 1999, he took a trainee programme in Energieversorgung Oberfranken AG. From 2000 to 2003, he worked in E.ON Bohemia, s. r. o., where in turn he held the positions of project manager and head of strategy and development. From 2001 to 2005, he worked in Jihomoravská energetika, a. s. (South Moravia Energy Company): from January 2001 to December 2002 as director of the Strategy and Development Section, from April 2002 to January 2003 as a Member of the Board of Directors, from January 2003 to January 2005 as Vice-Chairman of the Board of Directors and from January to August 2005 as Chairman of the Board of Directors. Since July 2001, he has been working in Teplárna (Heating Plant) Kyjov, a. s.: from July 2001 to June 2002 as a Member of the Board of Directors, from June 2002 to June 2003 as Vice-Chairman of the Board of Directors and since June 2003 to August 2012 as Chairman of the Board of Directors. From August 2004 to August 2012, he was a Member of the Supervisory Board of E.ON Energie, a.s. From July 2008 to August 2012, he was a Member of the Supervisory Board of E.ON Distribuce, a. s. From September 2004 to August 2012, he was a Member of the Board of Directors of E.ON Czech Holding AG. In January 2005, he was elected a Member of the Board of Directors of E.ON Česká republika, a. s. Since September 2006 to September 2012 he has been a Member of the Supervisory Board of Pražská plynárenská, a. s. Since April 2007 to August 2012 he has been the Statutory Director of E.ON Česká republika, s. r. o. until August 2012, he was also the Statutory Director of E.ON Czech Holding Verwaltungs GmbH and E.ON Servisní, s. r. o. Ing. Miroslav Nosál, CFA Member of the Board (since 29 October 2012) and Chairman of the Board (since 6 November 2012) From 1983 to 1988 he studied in the Faculty of Electrical Engineering Czech Technical University in Prague, faculty Economics Energy Management. He is also the Chartered Financial Analyst (CFA). After graduation he worked in various positions in financial institutions such as Patria Finance in Prague (Executive Director), Merrill Lynch in London (director, equity research), VUB Bank in Bratislava (risk management) and PPF Investments in Prague and London (Chief Investment Officer). From January 2011 to June 2012, he worked as a Chairman and CEO of District Heating Košice, a.s. From June 2012 to December 2012, he was a Member of the Board of Pražská plynárenská Holding a. s., as of July 2012 he was its Chairman. Since October 2012, he has been a Member of the Pražská plynárenská a.s, and from November of the same year, he became it s Chairman. Bc. Ondřej Pecha Member of the Supervisory Board (until 29 October 2012) He studied stage design at the Secondary School of Applied Arts and Animated Film at the Film Academy for the Performing Arts (FAMU) in Prague. From 1982 to 1997, he was employed in the Bratři v triku studio. He worked as a script-writer, director and art designer in the production of a number of short films for Krátký film Praha (Prague Short Films). He completed his bachelor studies at FAMU in When he left the Bratři v triku studio, he worked among other things for the Duran studio and in the ANIMAX studio.
18 16 Annual Report 2012 / Pražská plynárenská, a. s. He is now working in a variety of professions (director, art designer, animator) in the production of cartoon and 3D-animated advertising spots for domestic and foreign advertising agencies. Since 1990, he has been a councillor of the Prague 3 District, where he has been a Member of the Executive Council for many years. Since 2002, he has also been a Member of the Prague City Council Assembly and, since December 2009 to 16 October 2010, a councillor for Cultural Policy, National Heritage and Monument Preservation, Tourism and Leisure Time. Up to July 2008, he held the position of Member of the Supervisory Board in Kongresové centrum (Congress Centre) Praha, a. s. Up to 28 June 2011, he was a Member of the Supervisory Board of Trade Centre Praha, a. s. and, up to May 2008, he was a Member of the Board of Directors of TCP - Vidoule a. s. He was a Member of the Supervisory Board of PP a. s. from October 2004 to October 2012; he was also a Member of the Supervisory Board of PPH a.s. during the period from 2005 to Lorenz Pronnet Member of the Supervisory Board From 1984 to 1990, he studied Business Economics at Ludwig-Maximilians- Universität in Munich. From 1990 he worked for ten years in Bayernwerk AG (now E.ON Energie AG) in the financing section, as deputy head of the financing section and later as head of the project funding section. In 2000 and 2001, he headed the financing section in E.ON Energie AG. Since 1999, he has been working in the Czech Republic, where he became the Statutory Director of Energetika Invest, s. r. o., with its registered office in České Budějovice, and a Member of the Supervisory Board of Jihočeská Energetika, a. s. (South Bohemia Energy Company). In January 2001, he became the Statutory Director of E.ON Bohemia, s. r. o. Then in November of that year he became a Member of the Board of Directors of E.ON Czech Holding AG in Munich. From 2003 to 2006, he was a Member of the Supervisory Board of Jihočeská plynárenská, a. s. (South Bohemia Gas Company), and from 2005 to 2006 he was a Member of the Supervisory Board of Západočeská plynárenská, a. s. (West Bohemia Gas Company). In December 2004, he was elected Vice-Chairman of the Board of Directors of E.ON Česká republika, a. s. Since January 2005, he has been a Member of the Supervisory Board of E.ON Energie, a. s. and since March of the same year its Vice-Chairman. Since March 2005 he has been the Chairman of the Supervisory Board of E.ON Distribuce, a. s. From June 2006 to July 2010, he was a Member of the Supervisory Board of Teplárna (Heating Plant) České Budějovice. In October 2006, he was elected to the Supervisory Board of Pražská plynárenská, a. s. Since April 2007, he has been a Member of the Supervisory Board of PPH, a. s. In December 2006, he was co-opted to the Supervisory Board of Energetika (Energy Company) Malenovice, a. s. and Teplárna (Heating Plant) Otrokovice, a. s. He is the Statutory Director of E.ON Česká republika, s. r. o. and E.ON Czech Holding Verwaltungs GmbH. Since September 2010, he has been a Member of the Supervisory Board of Informační služby energetika, a. s. From 2 January 2011, he is also the Managing Director of the company Lumen Synergy, s. r. o., and, as of May 2011, a Member of the Supervisory Board of E.ON Romania S.R.L. Ing. Marta Ptáčková Member of the Supervisory Board She earned her degree at the Business Faculty of the Economics University in Prague in the field of foreign trade. From 1975 to 1978, she was employed at the Czech Ministry of Finance as chief specialist officer. Between 1979 and 1988, she worked as head of the finance department in Stavební strojírenství a lehké prefabrikace (Construction Engineering and Lightweight Prefab Products). From 1989 to 1997, she worked in Český plynárenský podník (Czech Gas Company) Transgas, where, from 1992, she worked in the position of deputy finance director. From 1997 to 2005, she held the post of director of the Česká plynárenská unie (Czech Gas Union). She works in PP, a. s. as head of the finance policy department. She has been a Member of the PP, a. s. Supervisory Board since January 2007 and from July of the same year to November 2010 she was a Member of the Board of Directors of Pragoplyn, a. s., since then she has worked as a Member of the Supervisory Board. JUDr. Lubomíra Stojkovičová Member of the Supervisory Board She graduated from the Law School of Charles University in Prague in 1978 and has been working in the gas industry since She has worked as a lawyer in PP, a. s., including its legal predecessor companies. Since 1990, she has held the post of head of the legal department. She has been a Member of the Supervisory Board of PP, a. s. since Dr.-Ing. Milan Urban Member of the Supervisory Board (since 29 October 2012)
19 II. Selected Data on the Company 17 He earned his degree at the Architecture Faculty Bauhaus University in Weimar, with a PhD in the Department of Theory and History of Architecture Monument Preservation ( ). In 1992, he graduated from RIBA Part III Examination at the University of Westminster in London. He is authorised architect in the Czech Republic and Great Britain. Since 1989, he worked in UK as a project architect and a land planner in companies John Simpson & Partners, DEGW Urban Planning Group, Chapman Taylor Partners European Planning Group (London), also he worked on the position of Deputy Director in Aukett Group Plc. The Company sent him to the Czech Republic, where he works since He was a founder and shareholder of the Prague project office HKR Architects, HKR Prague, s.r.o. ( ), and of the Prague project office Kling Consult, s.r.o., - branch of the international company Kling Consult GmbH ( ). In 2009, he worked in the UAE - Dubai, Abu Dhabi. Since 2011, he has been a Director of the Division of Architecture of the multidisciplinary architectural and design company Helika a.s., in Prague, which is part of a multinational Obermeyer Corporate Group. He is a Member of the City Prague Council for the period , Chairman of the Environment Committee, Vice Chairman of the Committee on City Regional Development and a Member of the Economic Policy Committee. He is also a Member of the Prague City Council for grants in the field of the environment and of the Council of the Prague City Commission for the coordination of activities in public areas in the PPR. Since 2012, he has been a Member of the Supervisory Board of the Prague Congress Centre, and a Member of the Supervisory Board of Rozvojové projekty Praha, a. s. In October 2012 he became a Member of the Pražská plynárenská, a. s. Supervisory Board. Ing. František Vašák, CSc. Personnel Director and Proxy He studied Chemical Processes Automation and Management at the Chemical Technology University in Prague. From 1976 to 1994, he worked as a researcher and later also as research secretary in the Chemical Processes Institute of the Czech Academy of Sciences. In 1980, he obtained the scientific degree of CSc. (Candidate of Sciences). From 1982 to 1983, he was a researcher in the General and Inorganic Chemistry Institute in Moscow and, from 1989 to 1990 and in 1994, worked as a visiting professor in Canada at the University of British Columbia in Vancouver, where he was engaged in automation of equipment, data processing and design of management systems. After that he worked in turn in APP Systems, Listy and APP Systems (now NESS), where from 1995 to 1997 he held the post of director of the marketing division. From 1997 to 1999, he worked as an IT sales and marketing consultant. From 1999 to 2000, he was marketing director of PragoData. He joined Pražská plynárenská, a. s. in 2000, in the post of assistant to the director for development and information technology. From 2001 to 2003, he held the position of executive director and Statutory Director of Informační služby energetika, s. r. o. Since 2004, he has been the director for development and information technology/ director for strategy and information technology/director for information technology in PP, a. s. Since April 2010, he has held the position of personnel director and since 2004 is also a Proxy of PP, a. s. From December 2005 to March 2007 he was a Member of the Supervisory Board of PPD, a. s. From January 2005 to March 2006, he was the Chairman of the Board of Directors of ISE, a. s. and then, until April 2008, he was Chairman of its Supervisory Board. From December 2011, he has been a Member of Pražská plynárenská Správa majetku, a. s. and from January 2012 he is a Chairman of Pražská plynárenská Správa majetku, a. s., a member of the Pražská plynárenská, a. s. Group. Bc. Miroslav Vránek Member of the Supervisory Board After completing his studies at Vocational Secondary School, he worked in turn in 1990 and 1991 in Elektromont Praha, a. s., Filmový podnik hl. m. Prahy, a. s. (Prague City Film Company) and Pražská energetika, a. s. (Prague Energy Company). From 1991, he has worked in PP, a. s., in turn as operations engineer, readings technician, readings and data verification technician, head of the readings department, head of Commercial and Technical Operations, head of the sales section and sales officer. He is currently working as head of the Commercial Director s Office. He has been a Member of the PP, a. s. Supervisory Board since January During his employment he obtained a bachelor degree in Social and Media Communication. He is currently working on his master s studies.
20 18 Annual Report 2012 / Pražská plynárenská, a. s. Data on the Company s activities and financial position Data on the main areas of activity Pražská plynárenská trades in natural gas under licence No issued by the Energy Regulatory Office and in electricity under licence No issued by the same authority. Data on earnings Year Earnings from sale of own products, CZK ,668,570 8,913,375 8,844,035 services and goods EUR , , ,749 The average CZK/EUR exchange rate for 2012 is CZK/EUR. Earnings were generated in the Czech Republic. Breakdown of operating revenue by type of activity Type of activity (in %) Earnings from gas Other operating earnings and revenues Data on investments All investments in 2012 were financed from the Company s own resources and were effected in the Czech Republic. Investments in 2012 (apart from financial investments) Acquisition cost in CZK million in EUR million Technological constructions Other investments Total The average CZK/EUR exchange rate for 2012 is 25,143 CZK/EUR. Information on research policy and the development of new products or procedures in the current accounting period, if significant PP, a. s. did not perform research or development of new products or procedures. Data on court, administrative or arbitration proceedings commenced during the last two accounting periods which have had or may have significant influence on the Company s financial position No court, administrative or arbitration proceedings were conducted against Pražská plynárenská, a. s. which would have a significant influence on the Company s financial performance or its assets.
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