15 January 2016 Standpoint of the Management Board of Grupa DUON S.A. concerning Public Tender Offer for the Sale of Shares of Grupa DUON S.A., announced by Fortum Holding B.V. on 8 January 2016 The Management Board of Grupa DUON S.A. ( DUON and the Company ), acting pursuant to Article 80 par. 1-3 of the Act on Public Offering and Conditions for Introducing Financial Instruments to the Organised System of Trading and on Public Companies of 29 July 2005 (the Act ), hereby presents its standpoint concerning the public tender offer for the sale of shares (the Public Tender Offer ), announced on 8 January 2016 by Fortum Holding B.V. with its registered office in Amsterdam, Holland (the Tenderer ), with regard to all shares of the Company. In accordance with the Public Tender Offer, the Tenderer intends to buy, on the basis of the Public Tender Offer announced pursuant to Article 74 par. 1 of the Act, all shares of the Company, i.e. 115,572,647 (one hundred fifteen million, five hundred seventy two thousand, six hundred forty seven) ordinary bearer shares with a nominal value of PLN 1.00 (one zloty) per share ( Shares ), which were admitted for trading on the regulated market conducted by Giełda Papierów Wartościowych w Warszawie S.A. (the Warsaw Stock Exchange, WSE ), and which are registered at the National Depository of Securities ( NDS ). Each Share gives entitlement to 1 (one) vote at the Company s General Meeting. In addition, the subject of the Public Tender Offer is also up to 4,874,815 (four million, eight hundred seventy four thousand, eight hundred fifteen) ordinary bearer shares, each with a nominal value of PLN 1.00 (one zloty), - corresponding to 4,874,815 (four million, eight hundred seventy four thousand, eight hundred fifteen) options for shares of the Company, granted as on the day of announcing the Public Tender Offer under the motivation programmes applicable in the Company as on the day of announcing the Public Tender Offer - which shares, during the period of the Public Tender Offer, can be issued as part of the conditional increases of share capital of the Company as referred to in Article 5 of the Statute of the Company, each of which will give entitlement to exercise 1 (one) vote at the Company s General Meeting, if those shares are subscribed by authorised holders of warrants in the period from the day of announcing the Public Tender Offer to the day of ceasing to accept subscriptions for the sale of shares in the Public Tender Offer ( New Issue Shares ). In accordance with the Public Tender Offer, on the day of announcing the Public Tender Offer the Tenderer is not a shareholder of the Company and does not hold any shares of the Company. The parent entity, i.e. Fortum Oyj, does not hold any shares of the Company. Subsidiaries of the Tenderer do not hold any shares of the Company. Also, in accordance with the Public Tender Offer, the Tenderer is not party to the understanding referred to in Article 87 par. 1 pt. 5 of the Act. In accordance with the Public Tender Offer, the Tenderer intends to buy all shares of the Company, i.e. after the Public Tender Offer it intends to control 100% of the total number of shares and votes at the Company s General Meeting, i.e. 115,572,647 (one hundred fifteen million, five hundred seventy two thousand, six hundred forty seven) shares of the Company giving the right to 115,572,647 (one hundred fifteen million, five hundred seventy two thousand, six hundred forty seven) votes at the Company s General Meeting.
Also, in accordance with the Public Tender Offer, during the period of the Public Tender Offer the number of votes stated above could be increased by not more than 4,874,815 (four million, eight hundred seventy four thousand, eight hundred fifteen) votes, to which will correspond not more than 4,874,815 (four million, eight hundred seventy four thousand, eight hundred fifteen) New Issue Shares, if they are subscribed by authorised holders of warrants in the period from the day of announcing the Public Tender Offer to the day of ceasing to accept subscriptions for the sale of shares in the Public Tender Offer. In connection with the above, the number of votes stated above can be increased to a total of 120,447,462 (one twenty million, four hundred forty seven thousand, four hundred sixty two) votes, which corresponds to 120,447,462 (one twenty million, four hundred forty seven thousand, four hundred sixty two) Shares (taking into account the New Issue Shares), constituting 100% of the total number of votes at the Company s General Meeting of Shareholders and the total number of shares of the Company. The Public Tender Offer was announced provided that the following conditions are met: 1. The Public Tender Offer is announced on the legal condition that the Tenderer obtains a decision by the President of the Office of Competition and Consumer Protection expressing unconditional consent to effect a concentration as a result of buying the Company s Shares in accordance with the Public Tender Offer (or the lapse of the statutory deadline for granting it); and 2. The Tenderer, as the entity buying the Shares, intends to buy the Shares exclusively if at the end of the period of accepting subscriptions the subscriptions submitted will cover at least 58,942,050 (fifty eight million, nine hundred forty two thousand and fifty) Shares giving entitlement to 58,942,050 (fifty eight million, nine hundred forty two thousand and fifty) votes at the Company s General Meeting of Shareholders, constituting 51% of the total number of Shares of the Company and the total number of votes at the Company s General Meeting. Also, in the event of subscribing for New Issue Shares during the period of the Public Tender Offer, the Tenderer cautions that it will buy the Shares in the Public Tender Offer provided that the Tenderer will, as a result of the Public Tender Offer, hold a total of at least 51% of the Shares giving entitlement to at least 51% of the total number of votes at the Company s General Meeting (appropriately taking into account the New Issue Shares). In accordance with the Public Tender Offer, the Tenderer reserved the right to make a decision on buying the Shares under the Public Tender Offer, even if these conditions are not met in the time period set for accepting subscriptions or in an extended period for accepting subscriptions. The basis of the Management Board s standpoint To express its standpoint, the Management Board familiarised itself with the following information and with data connected with the Public Tender Offer: a) the content of the Public Tender Offer, b) the price of shares of the Company on the stock exchange during the last three and six months preceding the announcement of the Public Tender Offer; and c) other materials which the Management Board regarded as crucial in connection with presenting this standpoint.
To verify whether the price proposed in the Public Tender Offer corresponds to the fair value of DUON shares, the Management Board, acting pursuant to Article 80 par. 3 of the Act, also asked Rothschild Polska sp. z o. o. ( Rothschild ) to draw up an independent opinion concerning the price offered for the Shares in the Public Tender Offer (the Share Price Opinion ). The Share Price Opinion is an attachment to the Company s Current Report No. 3/2016 of 15 January 2015, in which the Management Board s standpoint presented in the present document was made public. The influence of the Public Tender Offer on the Company s interests, including on employment in the Company, the Tenderer s strategic plans regarding the Company and their probable influence on employment in the Company as well as on the location of its operations In accordance with the declaration in item 26 - the Tenderer expects that After taking control of the Company as a result of the settlement of the Public Tender Offer, the Tenderer intends to support the further development of the Company and to include the Company in the organisational structures of the Tenderer s group. The Tenderer s intention is that the ongoing management of the Company should continue to be conducted by the current Management Board of the Company. In the event of obtaining 80% or a greater number of shares in the Company, the Tenderer might consider withdrawing the Company s Shares from trading on the regulated market conducted by the WSE on the principles specified particularly in Article 91 of the Act. Also, in item 32.2 of the Public Tender Offer, the Tenderer stated that The Tenderer s intention is that the ongoing management of the Company should continue to be conducted by the current Management Board of the Company. The Tenderer intends to exercise supervision over the Company s activities by appointing its representatives to the Company s Supervisory Board. The Company s Management Board also draws attention to the fact that the Tenderer has a wealth of many years experience in operating on liberalised energy markets in European countries, which should contribute to strengthening the Company s competitive position on the Polish market. Considering the above, in the Management Board s opinion the Public Tender Offer is in accordance with the Company s interests. Except for the aforementioned statements, in the Public Tender Offer the Tenderer did not present any detailed information about the influence of the Public Tender Offer on employment in DUON and the location of DUON s operations. In the Management Board s opinion, there are no grounds for stating that the Public Tender Offer would have a negative influence on employment in the Company. Also, on the basis of the content of the Public Tender Offer and the above declarations, there are no grounds for stating that the Tenderer intends to change the location of DUON s operations. Standpoint of the Management Board concerning the price of shares of the Company offered in the Public Tender Offer The Act specifies the minimum price, i.e. the price designating the minimum which can be offered in a public tender offer for the sale of shares of a company listed on the Warsaw Stock Exchange. Pursuant to Article 79 of the Act, the price of shares of the Company proposed in the Public Tender Offer cannot be lower than:
a) the arithmetical mean of average daily prices weighted by the volume of trading in shares on the regulated market for a period of three months preceding the date of announcing the Public Tender Offer; b) the arithmetical mean of average daily prices weighted by the volume of trading in shares for a period of six months preceding the announcing of the Public Tender Offer, in which the shares were the subject of trading on the main market; c) the highest price which the entity obliged to announce the Public Tender Offer, its subsidiaries or parents or entities being parties to an understanding concluded with it, as referred to in Article 87 par. 1 pt. 5 of the Act, paid in a period of 12 months before announcing the Public Tender Offer for shares being the subject of the Public Tender Offer, or d) the highest value of items or rights which the entity obliged to announce the Public Tender Offer, its subsidiaries or parents or entities being parties to an understanding concluded with it, as referred to in Article 87 par. 1 pt. 5 of the Act, issued in a period of 12 months before announcing the Public Tender Offer in exchange for shares being the subject of the Public Tender Offer. In accordance with the Public Tender Offer: a) The arithmetical mean of average daily prices weighted by the volume of trading for a period of three (3) months preceding the date of announcing the Public Tender Offer, during which the shares were the subject of trading on the main WSE market, is PLN 3.23 (three zlotys and twenty three groszy). b) The arithmetical mean of average daily prices weighted by the volume of trading for a period of six (6) months preceding the date of announcing the Public Tender Offer, during which the shares were the subject of trading on the main WSE market, is PLN 3.31 (three zlotys and thirty one groszy). c) The Tenderer, its subsidiaries or parents, are not shareholders of the Company and in the period of the past 12 months have not bought shares of the Company. Also, the Tenderer is not party to an understanding referred to in Article 87 par. 1 pt. 5 of the Act. The price offered in the Public Tender Offer is PLN 3.85 (three zlotys and eighty five groszy) per Share, so it is not lower than the price indicated in items a-c above. In accordance with the Share Price Opinion drawn up by Rothschild on 14 January 2016, the price proposed in the Public Tender Offer for the Shares corresponds to the fair value of the Company. After familiarising itself with the Share Price Option drawn up by Rothschild and on the basis of the information presented above, as well as considering other information known to the Management Board, the Management Board states that in its assessment the price for the Shares offered by the Tenderer in the Public Tender Offer corresponds to the fair value of the Company. Reservation Except for commissioning Rothschild with the preparation of the opinion concerning the price for the Company s Shares offered in the Public Tender Offer, the Management Board did not commission any additional external research or analyses in connection with the Public Tender Offer and its content.
Subject to the information provided by the Company and concerning its activity, the Management Board does not accept any responsibility for the precision, reliability, completeness or adequacy of the information on the basis of which this standpoint is presented. On 15 January 2016 Rothschild presented the Share Price Opinion to the Management Board a written opinion on whether the price offered in the Public Tender Offer reflects fair value, considering the value of the Company. The Share Price Opinion is subject to certain assumptions, restrictions and reservations. Rothschild provides services in accordance with the agreement concluded with the Company and, to the knowledge of the Company s Management Board, does not represent any other entity in connection with the Public Tender Offer and is not liable towards any other entity apart from the Company for providing services in connection with the Public Tender Offer or the content of the Share Price Opinion. The Share Price Opinion constitutes an attachment to the present standpoint of the Management Board. The standpoint of the Management Board presented in this document is not a recommendation to buy or sell financial instruments, as referred to in Article 42 of the Act on Trading in Financial Instruments of 29 July 2005. Also, the Company s Management Board makes it known that, on 8 January 2016, the Tenderer concluded agreements with the Company s shareholders holding, as on the day of announcing the Public Tender Offer, shares of the Company representing about 44% of the votes at the Company s General Meeting, including with current members of the Company s Management Board, by virtue of which those shareholders undertook, on certain conditions, to subscribe under the Public Tender Offer for the sale of the Company s shares held by them. Also, on 8 January 2016, the Tenderer concluded an agreement with the Company (more detailed information on that agreement can be found in Current Report No. 1/2016 of 8 January 2016), by virtue of which the Company undertook to cooperate with the Tenderer in order to end the Public Tender Offer successfully and not to take actions aimed at thwarting the Public Tender Offer. Apart from the agreements referred to above, by virtue of which members of the Company s Management Board undertook, on certain conditions, to subscribe under the Public Tender Offer for the sale of the Company s shares held by them, no other agreements bind the members of the Company s Management Board to the Tenderer. Consequently, when analysing the Management Board s standpoint and making an investment decision, investors should also take the above circumstances into account. Each investor making an investment decision in connection with this opinion by the Management Board regarding the Public Tender Offer should make its own assessment of the investment risk connected with selling or buying financial instruments on the basis of all information provided by the Tenderer and by the Company, particularly in connection with the performance of its obligations connected with providing information, including getting individual advice or a recommendation from licenced advisors to the extent necessary to make the appropriate decision. The decision concerning the sale of Shares of the Company in response to the Public Tender Offer should be an independent decision of each shareholder of the Company. In particular, each shareholder of the Company should, when analysing a possible response to the Public Tender Offer, assess the investment risk connected with this as well as all legal or tax implications connected with such a response. The Management Board emphasises that opinions concerning the Company s value might exist which differ from what is presented in the present document.