The Management Board of ENERGA S.A. with its registered office in Gdańsk (hereinafter: the Company), acting pursuant to Article 399 § 1 in conjunction with Article 395 § 1, 2, 2 1 and 5, Article 402 1 and 402 2 of the Commercial Companies Code and § 25 section 3 point 1 of the Articles of Association of the Company, hereby convenes the Ordinary General Meeting of the Company (hereinafter: the Ordinary General Meeting or the General Meeting) to be held on 13 June 2025 at 10:00 am in Gdańsk, at al. Grunwaldzka 472, in Olivia Tower, Olivia Sky Club on Floor 12.
Agenda:
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- Opening of the Ordinary General Meeting.
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- Electing the Chairperson of the Ordinary General Meeting.
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- Confirmation that the General Meeting has been properly convened and is capable of passing resolutions.
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- Approving the agenda of the Ordinary General Meeting.
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- Review and approval of the ENERGA S.A.'s Management Board Report on the activities of the ENERGA Capital Group in 2024 (including the Management Board Report on the activities of ENERGA S.A. in 2024 and the Sustainability statement of the ENERGA Capital Group in 2024).
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- Review and approval of the standalone financial statements of ENERGA S.A. for the financial year ended on 31 December 2024.
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- Review and approval of the consolidated financial statements of the ENERGA Group for the financial year ended on 31 December 2024.
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- Passing of a resolution on distribution of the net profit for the financial year of 2024.
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- Review and approval of the Report by the Supervisory Board of ENERGA S.A. for the financial year of 2024.
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- Passing of resolutions to grant a discharge to Members of the Management Board of the Company in respect of the performance of their duties in 2024.
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- Passing of resolutions to grant a discharge to Members of the Supervisory Board of the Company in respect of the performance of their duties in 2024.
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- Passing of a resolution on issuing an opinion concerning the report of the Supervisory Board of ENERGA S.A. on remuneration of members of the Management Board and the Supervisory Board of ENERGA S.A. for 2024.
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- Passing of a resolution on amendment to the Company's Articles of Association by changing:
- a) § 5 Section 1 of the Company's Articles of Association with the current wording:
"1. According to the Polish Classification of Activities, the Company's business activities are:
- 1) Activities of financial holding companies (64.20.Z),
- 2) Business of head offices; management advisory (70),
- 3) Manufacture of electric motors, generators, transformers, switchgear and electricity control gear (27.1),
- 4) Manufacture of insulated wires and cables and installation equipment (27.3),
- 5) Manufacture of electric lighting equipment (27.40.Z),
- 6) Manufacture of other electrical equipment (27.90.Z),
- 7) Generation, transmission, distribution and trading of electricity (35.1),
- 8) Steam, hot water and air conditioning manufacturing and supply (35.30.Z),
- 9) Works related to construction of marine engineering structures (42.91.Z),
- 10) Wholesale of tools for information technology and communication technology (46.5),
- 11) Wholesale of other office machinery and equipment (46.66.Z),
- 12) Wholesale of other machinery and equipment (46.69.Z),
- 13) Accommodation (55),
- 14) Services related to catering (56),
- 15) Telecommunications (61),
- 16) Activities related to software and advice on information technology and related activities (62.0),
- 17) Data processing; web page hosting and similar activities; activities of websites (63.1),
- 18) Other information service activities not elsewhere classified (63.99.Z),
- 19) Trusts, funds and similar financial entities (64.30.Z),
- 20) Other financial services, excluding insurance and pension funding (64.9),
- 21) Activities auxiliary to financial services, excluding insurance and pension funds (66.1),
- 22) Real estate activities (68),
- 23) Accounting and book-keeping activities, tax advisory (69.20.Z),
- 24) Engineering activities and related technical consultancy (71.12.Z),
- 25) Activities of advertising agencies (73.11.Z),
- 26) Other professional, scientific and technical activities, not elsewhere classified (74.90.Z),
- 27) Renting and leasing of recreational and sports equipment (77.21.Z),
- 28) Leasing of intellectual property and similar products, except copyrighted works (77.40.Z),
- 29) Activities of employment placement agencies (78.10.Z),
- 30) Other activities related to personnel supply (78.30.Z),
- 31) Operation of fitness facilities (93.13.Z),
- 32) Other entertainment and recreational activities (93.29.Z),
- 33) Repair and maintenance of computers and peripheral devices (95.11.Z),
- 34) Service activities related to improvement of physical fitness (96.04.Z),
- 35) Publishing of books, periodicals and other publishing activities, with the exception of software (58.1)."
by giving it the following wording:
"1. According to the Polish Classification of Activities (PKD), the Company's business activities comprise of the following:
- 1) Activities of holding companies and financing conduits (64.2),
- 2) Activities of head offices and management consultancy (70),
- 3) Manufacture of electric motors, generators, transformers and electricity distribution and control apparatus (27.1),
- 4) Manufacture of wiring and wiring devices (27.3),
- 5) Manufacture of lighting equipment (27.40.Z),
- 6) Manufacture of other electrical equipment (27.90.Z),
- 7) Electric power generation, transmission and distribution; trade of electricity (35.1),
- 8) Steam and air conditioning manufacturing and supply (35.30.Z),
- 9) Construction of water projects (42.91.Z),
- 10) Wholesale of information and communication equipment (46.5),
- 11) Wholesale of other machinery, equipment and supplies (46.6),
12) Wholesale of other machinery and equipment (46.64.Z),
- 13) Accommodation (55),
- 14) Food and beverage service activities (56),
- 15) Telecommunications (61),
- 16) Computer programming, consultancy and related activities (62),
- 17) Service activities of computing infrastructure, data processing, website management (hosting) and other information service activities (63),
- 18) Other information service activities (63.92.Z),
- 19) Activities of trusts, funds and similar financial entities (64.3),
- 20) Other financial service activities, except insurance and pension funding (64.9),
- 21) Activities auxiliary to financial services, except insurance and pension funding (66.1),
- 22) Real estate activities (68),
- 23) Accounting, bookkeeping and auditing activities; tax consultancy (69.2),
- 24) Architectural and engineering activities and related technical consultancy (71.1),
- 25) Activities of advertising agencies (73.11.Z),
- 26) Other professional, scientific and technical activities n.e.c. (74.9),
- 27) Rental and leasing of recreational and sports goods (77.21.Z),
- 28) Leasing of intellectual property and similar products, except copyrighted works (77.4),
- 29) Activities of employment placement agencies (78.1),
- 30) Temporary employment agency activities and other human resource provisions (78.2),
- 31) Operation of sports facilities (93.11.Z),
- 32) Amusement and recreation activities (93.2),
- 33) Repair and maintenance of computers and communication equipment (95.1),
- 34) Publishing of books, newspapers and periodicals and other publishing activities, except software publishing (58.1)."
- b) § 17 Section 3 of the Company's Articles of Association with the current wording:
"3. PKN ORLEN S.A. shall have the personal right to appoint and dismiss members of the Supervisory Board, as follows:
- 1) if the General Meeting determines that the Supervisory Board is composed of an even number of members of the Supervisory Board – PKN ORLEN S.A. shall appoint such a number of members of the Supervisory Board which results from (a) dividing an even number of members of the Supervisory Board by two and then (b) increasing such a quotient by one so that PKN ORLEN S.A. has the absolute number of votes in the Supervisory Board;
- 2) if the General Meeting determines that the Supervisory Board is composed of an odd number of members of the Supervisory Board – PKN ORLEN S.A. shall appoint such a number of members of the Supervisory Board which results from (a) dividing an odd number of members of the Supervisory Board by two and then (b) rounding off a quotient so calculated upwards to the closest integer so that PKN ORLEN S.A. has the absolute number of votes in the Supervisory Board;
- 3) appointing and dismissing of members of the Supervisory Board shall take place by means of a written statement of PKN ORLEN S.A. filed to the Management Board of the Company. The statement shall be deemed filed upon its delivery."
by giving it the following wording:
"3. ORLEN S.A. shall have the personal right to appoint and dismiss members of the Supervisory Board, as follows:
- 1) if the General Meeting determines that the Supervisory Board is composed of an even number of members of the Supervisory Board – ORLEN S.A. shall appoint such a number of members of the Supervisory Board which results from (a) dividing an even number of members of the Supervisory Board by two and then (b) increasing such a quotient by one so that ORLEN S.A. has the absolute number of votes in the Supervisory Board;
- 2) if the General Meeting determines that the Supervisory Board is composed of an odd number of members of the Supervisory Board – ORLEN S.A. shall appoint such a number of members of the Supervisory Board which results from (a) dividing an odd number of members of the Supervisory Board by two and then (b) rounding off a quotient so calculated upwards to the closest integer so that ORLEN S.A. has the absolute number of votes in the Supervisory Board;
- 3) appointing and dismissing of members of the Supervisory Board shall take place by means of a written statement of ORLEN S.A. filed to the Management Board of the Company. The statement shall be deemed filed upon its delivery."
c) § 17 Section 5 of the Company's Articles of Association with the current wording:
"5. PKN ORLEN S.A. shall name, as a candidate for the position of a member of the Supervisory Board or appoint to the Supervisory Board a person who has been positively reviewed by the Council for Companies with State Treasury Shareholding and State Legal Persons as referred to in provisions of the Act on State Property Management of 16 December 2016."
by giving it the following wording:
"5. ORLEN S.A. shall name, as a candidate for the position of a member of the Supervisory Board or appoint to the Supervisory Board a person who has been positively reviewed by the Council for Companies with State Treasury Shareholding and State Legal Persons as referred to in provisions of the Act on State Property Management of 16 December 2016."
d) § 17 Section 8 of the Company's Articles of Association with the current wording:
"8. PKN ORLEN S.A. may not name as a candidate for the position of a member of the Supervisory Board or appoint as a member of the Supervisory Board any person who meets at least one of the following conditions:"
by giving it the following wording:
"8. ORLEN S.A. may not name as a candidate for the position of a member of the Supervisory Board or appoint as a member of the Supervisory Board any person who meets at least one of the following conditions:"
e) § 17 Section 9 of the Company's Articles of Association with the current wording:
"9. PKN ORLEN S.A. shall immediately take actions to dismiss a member of the Supervisory Board referred to in section 5 above who does not meet the requirements set out in this article."
by giving it the following wording:
"9. ORLEN S.A. shall immediately take actions to dismiss a member of the Supervisory Board referred to in section 5 above who does not meet the requirements set out in this article."
f) § 18 Section 1 of the Company's Articles of Association with the current wording:
"1. PKN ORLEN S.A. shall have the personal right to appoint, out of members of the Supervisory Board appointed in accordance with § 17 section 3 above, a member of the Supervisory Board who shall act as the Chairman of the Supervisory Board. This right also applies if the Supervisory Board is elected by voting in separate groups in accordance with Article 385 of the Code of Commercial Companies. The Chairman of the Supervisory Board shall be appointed by way of a written statement filed with the Management Board. The statement shall be deemed filed upon its delivery."
by giving it the following wording:
"1. ORLEN S.A. shall have the personal right to appoint, out of members of the Supervisory Board appointed in accordance with § 17 section 3 above, a member of the Supervisory Board who shall act as the Chairman of the Supervisory Board. This right also applies if the Supervisory Board is elected by voting in separate groups in accordance with Article 385 of the Code of Commercial Companies. The Chairman of the Supervisory Board shall be appointed by way of a written statement filed with the Management Board. The statement shall be deemed filed upon its delivery."
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Passing of a resolution on adoption of the consolidated text of the Company's Articles of Association.
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Closing the debates of the Ordinary General Meeting.
Persons who are entitled to participate in the General Meeting are requested to register and take voting cards on the date and at the place of the General Meeting as set out in the opening statement, from 8:00 am to 9:30 am prior to the beginning of the meeting.
Pursuant to Article 402 2 of the Commercial Companies Code, the Company provides information regarding the participation in the Ordinary General Meeting of the Company:
Record Date and Right to Participate in General Meeting.
The record date for the Shareholders to participate in the General Meeting ("Record Date") shall be 28 May 2025, that is 16 days prior to the date of the General Meeting.
The Record Date shall be the same for the Shareholders entitled to vote under bearer shares and for those entitled to vote under registered shares.
Only the following have the right to participate in the General Meeting, pursuant to Articles 4061 , 4062 and 4063 of the Commercial Companies Code:
- 1) persons who are Shareholders of the Company on the Record Date;
- 2) pledgees and usufructuaries with voting rights if the creation of a limited right in rem in their favour is registered in the securities account on the Record Date;
and have submitted - no earlier than after the announcement of the convening of the General Meeting and no later than on the first working day after the Record Date, i.e. no later than on 29 May 2025 - to the entity keeping their securities accounts a request for the issuance of a personal certificate of entitlement to participate in the General Meeting.
The list of shareholders entitled to participate in the General Meeting shall be available in the Company's registered office at al. Grunwaldzka 472, 80-309 Gdańsk (Olivia Tower, the Secretariat of the Company's Management Board on Floor 11), three business days prior to the date of the General Meeting, that is on 10,11,12 June 2025 from 9:00 am to 3:00 pm.
The Company's Shareholder shall have the right to request that the list of shareholders of record entitled to participate in the General Meeting be sent to her/him, free of charge, to the address for electronic delivery or by e-mail, providing the address to which the list should be sent.
At the Shareholder's request (which request may be submitted from the date of convening the Ordinary General Meeting), the Company as soon as possible, no later than within two business days from the date of submitting the request, provides the Shareholder with documents corresponding to the content of the Management Board Report on the activities of the ENERGA Capital Group and ENERGA S.A. the financial statements, the report of the Supervisory Board and the auditor's report. At the request of the Shareholder, these documents are made available in electronic form, including using electronic means of communication.
The Shareholder shall have the right to request that she/he be given a copy of motions on matters covered by the agenda within one week prior to the General Meeting.
The request may be sent by e-mail at the Company's e-mail address: [email protected].
The Shareholder who is not shown on the list of shareholders of record entitled to participate in the General Meeting shall be required to prove that she/he is in fact the shareholder of record by means of a registered depository receipt on the day of filing of the above-mentioned request.
Description of Procedures Relating to Attendance and Exercising Voting Rights at General Meeting.
1) The Shareholder's right to request that certain items be placed on the agenda of the Company's General Meeting.
A Shareholder or Shareholders of the Company representing at least one twentieth of the Company's share capital may request that certain items be placed on the agenda of the General Meeting. Such request of the Shareholder or Shareholders should be submitted to the Company's Management Board not later than 21 days prior to the designated date of the General Meeting, that is not later than on 23 May 2025.
The request should contain the grounds supporting it or a draft resolution concerning the proposed item of the agenda.
Furthermore, a Shareholder or Shareholders who request that certain items be placed on the agenda must present, along with their request, documents to prove their identity and their right to request that certain items be placed on the agenda of the General Meeting, including but not limited to:
- a) a registered depositary certificate or a registered certificate confirming the right to participate in the General Meeting issued by the entity keeping the securities account in accordance with the regulations on trading in financial instruments, confirming that the addressee is a Shareholder of the Company who holds the appropriate number of shares as at the date of submitting the request,
- b) in the case of a Shareholder who is a natural person a copy of the identity card, pages of the passport allowing identification or of another official document confirming the Shareholder's identity - only as regards the details which make it possible to identify the Shareholder (first and last name, series and number of the identity card/passport/another official document, PESEL (Personal ID) number, if applicable, date of issue and expiry date - anonymised in accordance with the specimen attached to this announcement; it is recommended, however, for security reasons, to cross out with a diagonal line the copy of pages of the identity card/passport/another official document and add: "Solely for the purpose of participating in the ENERGA S.A. GM", but in such a way that the details required for identification are legible;
- c) in the case of a Shareholder that is not a natural person a copy of a current excerpt from the relevant register or a self-downloaded computer printout of the current information on the entity entered in the National Court Register referred to in Article 4 (4aa) of the Act on the National Court Register of 20 August 1997 (consolidated text: Journal of Laws of 2024, item 979, as amended) or another document confirming the existence of such a Shareholder and the right of its representative or representatives to represent it, together with copies of an identity card, pages from a passport allowing identification or another official document confirming the identity of the representative or representatives authorised to represent the Shareholder - only to the extent and in the manner indicated in letter b above.
The request together with a full set of enclosures may be submitted in writing:
- a) upon confirmation of submission at the Company's registered office at: al. Grunwaldzka 472, 80-309 Gdańsk,
- b) upon acknowledgement of receipt, sent to the Company at the following address: ENERGA S.A., al. Grunwaldzka 472, 80-309 Gdańsk,
- or, it may be sent by e-mail at the Company's e-mail address: [email protected].
The Company shall have the right to take any actions that may be required to identify the Shareholder or Shareholders, and to verify the validity of the received documents.
The date of receipt by the Company shall be the submission date of the request; where the electronic form is used, the date on which the above mentioned request is placed in the electronic mail system of the Company shall be the submission date.
Where the documents referred to above are made in a foreign language, they should be accompanied by a certified translation into Polish made by a sworn translator.
The Management Board shall immediately, but not later than 18 days prior to the designated date of the General Meeting, that is on 26 May 2025, announce the amendments to the agenda made at the request of the Shareholder or Shareholders. The new agenda shall be announced in the manner applicable to the announcement of the General Meeting, that is by being posted on the Company's website at: https://grupa.energa.pl/en, in the tab: For Investors/For Shareholders/General Meetings and in the manner prescribed for the disclosure of current information in keeping with the regulations of the Act of 29 July 2005 on public offering and the conditions of introducing financial instruments to the organised trading system and on public companies.
2) The Shareholder's right to propose draft resolutions concerning items put on the agenda or items to be put on the agenda.
A Shareholder or Shareholders of the Company representing at least one-twentieth of the Company's share capital may, prior to the date of the General Meeting, submit to the Company in writing (i.e. deliver in person upon confirmation of submission or send to the Company subject to acknowledgement of receipt) to the following address: ENERGA S.A., al. Grunwaldzka 472, 80-309 Gdańsk, or using means of electronic communications to the dedicated e-mail address: [email protected], draft resolutions on issues on the agenda of the General Meeting or issues to be placed in the agenda.
The date and time of receipt by the Company shall be the submission date of the above mentioned draft resolutions; where the electronic form is used, the date on, and the time at, which they are placed in the electronic mail system of the Company shall be their submission date.
The draft resolutions shall be posted on the Company's website at: https://grupa.energa.pl/en, in the tab: For Investors/For Shareholders/General Meetings without unnecessary delay.
A Shareholder or Shareholders who submit draft resolutions should present documents proving their identity and their right to submit draft resolutions as described in item 1 above.
The draft resolutions should be submitted in Polish.
In the course of the General Meeting, each Shareholder may submit draft resolutions on matters added to the agenda both prior to and during the General Meeting.
3) Exercising voting rights by proxy and forms used by proxy during voting, as well as notifying the Company of proxy appointment by electronic communication means.
A Shareholder has the right to participate in the General Meeting and to exercise his/her voting rights in person or by proxy. The proxy of a Shareholder shall exercise all the rights of the Shareholder unless otherwise specified in the power of attorney. The proxy may grant further powers of attorney if this is apparent from the wording of the power of attorney.
One proxy may represent several Shareholders. In such a case, the proxy may vote differently on the shares of each Shareholder. Shareholder who has shares in more than one securities account may appoint:
- a) separate proxies to exercise their rights on shares in each account,
- b) a single proxy to exercise her/his rights on shares in each account.
A Shareholder with shares held in an omnibus account may appoint separate proxies to exercise the rights attached to the shares held in that account.
The power of attorney authorising its holder to participate in the General Meeting and exercise voting rights must be given in writing or in the electronic form. Such proxy granted electronically does not require a qualified electronic signature.
In order to identify the Shareholder granting a proxy and the Proxy representing such a Shareholder, the document granting a proxy should be accompanied by the following:
- a) in the case of a Shareholder who is a natural person a copy of the identity card, pages of the passport allowing identification of the Shareholder or of another official document confirming the Shareholder's identity - only as regards the details which make it possible to identify the Shareholder (first and last name, series and number of the identity card/passport/another official document, PESEL number, if applicable, date of issue and date of expiry - anonymised in accordance with the specimen constituting an appendix to this announcement; it is recommended, for security reasons, to cross out with a diagonal line the copy of pages of the identity card/passport/another official document and add: "Solely for the purpose of participating in the ENERGA S.A. GM", but in such a way that the details required for identification are legible;
- b) if the Shareholder is not a private individual an up-to-date copy of the relevant register or a computer printout of self-downloaded up-to-date information on the entity entered in the National Court Register, as referred to in Article 4 paragraph 4aa of the Act of 20 August 1997 on the National Court Register (consolidated text: Journal of Laws of 2024, item 979, as amended), or any other document that proves the existence of the Shareholder and the right of his representative(s) to represent him, together with copies of the personal identity card, pages of the passport that enable his/her identification or any other official document that confirms the identity of the representative(s) authorised to represent the Shareholder - only to the extent and in the manner set out in letter a above;
- c) if the Proxy is a private individual a copy of the personal identity card, pages of the passport that enable his/her identification or any other official document that confirms the identity of the Proxy - only to the extent and in the manner set out in letter a above;
- d) if the Proxy is not a private individual an up-to-date copy of the relevant register or a computer printout of self-downloaded up-to-date information on the entity entered in the National Court Register, as referred to in Article 4 paragraph 4aa of the Act of 20 August 1997 on the National Court Register (consolidated text: Journal of Laws of 2024, item 979, as amended), or any other document that proves the existence of the Proxy and the right of his representative(s) to represent him, together with copies of the personal identity card, pages of the passport that enable his/her identification or any other official document that confirms the identity of the representative(s) authorised to represent the Proxy - only to the extent and in the manner set out in letter a above.
In the case of foreign entities in whose country of establishment the relevant registers are not kept, a copy of a document proving the existence of the entity and the right of its representative or representatives to represent it shall be attached instead of a copy of a current excerpt from the register referred to in letters b and d above.
In the event of any doubt as to the genuineness of the copies of documents referred to above, the Company or the person designated to register Shareholders may request, before the commencement of the General Meeting, that the original documents or their copies attested by a notary public, a legal counsel or any other entity authorised to certify a copy as a true copy of the original be presented. Where the original documents or attested copies thereof are not presented, the Proxy of the Shareholder may not be permitted to participate in the General Meeting.
Where the documents referred to above are made in a foreign language, they should be accompanied by a certified translation into Polish made by a sworn translator.
Where the power of attorney to participate in the debates and exercise the voting right at the General Meeting is granted by the Shareholder on a condition or subject to a time limit, proof should also be attached that the condition was fulfilled or a given event took place if the occurrence of such event marks the start of the time limit.
A power of attorney granted using electronic communications must be notified to the Company by 9 am on 6 June 2025 at the latest. The notification should be sent by e-mail at the Company's e-mail address: [email protected]. A shareholder may also provide the above-mentioned notification of granting a power of attorney in writing, which will streamline the process of registering participants on the date of the Ordinary General Meeting.
The scanned copy of the power of attorney and the scanned documents as referred to, respectively, in letters a, b, c and d above should be sent together with the notification. The notification should also specify the e-mail address at which the Company may contact the Shareholder and the Proxy. The Management Board shall have the right to verify the notifications sent and to take measures to identify the Shareholder and the Proxy and confirm the proper authorisation. Such verification may involve in particular asking a verification question by phone or e-mail to the Shareholder or Proxy. These rules shall apply respectively to the change or revocation of a power of attorney granted. The notifications that do not meet the above mentioned requirements shall not give rise to any legal consequences for the Company. The Company shall not be liable for any errors or mistakes when completing the power of attorney form or for the actions of persons who use the power of attorney. The Proxy appearing at the General Meeting is obliged to present, at the request of the Company or the person(s) appointed to register the Shareholders, the original documents attached to the notification referred to above.
At the same time, the Company's Management Board hereby gives notice that in the event where the Shareholder grants powers of attorney together with instructions as to the manner of voting, the Company shall not verify whether the Proxies exercise voting rights as instructed by the Shareholder. Therefore, the voting instruction should only be given to the designated proxy.
Where a member of the management board, a member of the supervisory board, an adjuster, an employee of the Company or a member of the governing bodies or an employee of the Company or a cooperative being a subsidiary of the Company, the power of attorney may authorize its holder to represent the Company at only one General Meeting. The Proxy is required to advise the Shareholder of any circumstances that indicate that there exists or might exist a conflict of interests, and, furthermore, the Proxy is required to vote in accordance with the instructions provided by the Shareholder. No further power of attorney may be granted.
The forms to be used when voting by proxy (specimen power of attorney and forms to exercise voting rights by proxy) are published on the company's website: https://grupa.energa.pl/en, under the tab: For Investors/For Shareholders/General Meetings.
4) Alternative forms of participation in, speaking and exercising voting rights at the General Meeting.
The Company does not provide for the possibility to participate, speak out and exercise voting rights at the General Meeting by means of electronic communication.
The Company does not provide for the possibility to exercise voting rights at the General Meeting by correspondence.
The General Meeting will be broadcast live via the Internet to the public network, will be recorded and published on the website https://grupa.energa.pl/en. Information on the transmission will be posted on the Company's website not later than 7 days before the date of the General Meeting.
5) Information about the shareholder's right to ask questions concerning matters placed on the agenda of the General Meeting.
Shareholders participating in the General Meeting have the right to ask questions concerning matters placed on the agenda of the General Meeting and to participate in the discussion in accordance with the rules set out in the By-laws of the General Meeting of ENERGA S.A.
6) The provisions of the Company's Articles of Association concerning the restriction of the voting right and the Shareholders' obligations in that regard.
Articles of Association of the Company provide for no restrictions on the right to vote.
7) Access to documentation.
Persons entitled to participate in the General Meeting may receive the full text of the documentation to be presented to the General Meeting and the draft resolutions:
- a) on the Company's website at: https://grupa.energa.pl/en, in the tab: For Investors/For Shareholders/General Meetings,
- b) in the Company's registered office at al. Grunwaldzka 472, 80-309 Gdańsk (Olivia Tower, the Secretariat of the Company's Management Board on Floor 11), on business days from 9:00 am to 3:00 pm, upon prior notice by e-mail to the following e-mail address: [email protected].
- 8) The place of posting the information concerning the General Meeting.
All information concerning the General Meeting shall be available at the Company's website: https://grupa.energa.pl/en, in the tab: For Investors/For Shareholders/General Meetings.
Attachments:
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on the election of the Chairperson of the Ordinary General Meeting.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on the adoption of the agenda of the Ordinary General Meeting.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on the approval of the ENERGA S.A.'s Management Board Report on the activities of the ENERGA Capital Group in 2024 (including the Management Board Report on the activities of ENERGA S.A. in 2024 and the Sustainability statement of the ENERGA Capital Group in 2024).
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on the approval of the Company's standalone financial statements for the financial year ended 31 December 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on the approval of the consolidated financial statements of the ENERGA Capital Group for the financial year ended 31 December 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on the distribution of the net profit for the financial year of 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on approval of the Report by the Supervisory Board of ENERGA S.A. for the financial year of 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Zofia Paryła to confirm the discharge of her duties as the President of the Management Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Michał Perlik to confirm the discharge of his duties as Vice-President of the Management Board for Finance and Climate as well as the acting President of the Management Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Adrianna Sikorska to confirm the discharge of her duties as the Vice-President of the Management Board for Communication in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Janusz Szurski to confirm the discharge of his duties as Vice-President of the Management Board for Corporate Matters in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Sławomir Staszak to confirm the discharge of his duties as the Vice-President of the Management Board, the acting President of the Management Board as wel as the President of the Management Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Roman Szyszko to confirm the discharge of his duties as the Vice-President of the Management Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Piotr Szymanek to confirm the discharge of his duties as the Vice-President of the Management Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Paula Ziemiecka-Księżak to confirm the discharge of her duties as the Chairperson of the Supervisory Board, Vice-Chairperson of the Supervisory Board and Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Jarosław Dybowski to confirm the discharge of his duties as the Vice-Chairperson of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Barbara Hajdas to confirm the discharge of her duties as the Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Sylwia Kobyłkiewicz to confirm the discharge of her duties as the Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Ireneusz Fąfara to confirm the discharge of his duties as the Member of the Supervisory Board and the Chairperson of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Artur Michalski to confirm the discharge of his duties as the Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Agata Piotrowska to confirm the discharge of her duties as the Member of the Supervisory Board and the Secretary of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Dariusz Trojanowski to confirm the discharge of his duties as the Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Agnieszka Terlikowska-Kulesza to confirm the discharge of her duties as the Member of the Supervisory Board and the Secretary of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Anna Ziobroń to confirm the discharge of her duties as the Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Agnieszka Żyro to confirm the discharge of her duties as the Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Mr Zbigniew Lubośny to confirm the discharge of his duties as the Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on granting the vote of acceptance to Ms Dominika Lechowska to confirm the discharge of her duties as the Member of the Supervisory Board in 2024.
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- Draft Resolution of the Ordinary General Meeting of ENERGA S.A. on the opinion concerning the Report of the Supervisory Board of ENERGA S.A. on remuneration of members of the Management Board and the Supervisory Board of ENERGA S.A. for 2024.
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- Draft Resolutions of the Ordinary General Meeting of ENERGA S.A. on amendment to § 5 Section 1, § 17 Sections 3, 5, 8 and 9 as well as § 18 Section 1 of the Company's Articles of Association.
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- Draft Resolutions of the Ordinary General Meeting of ENERGA S.A. on adoption of the consolidated text of the Company's Articles of Association.
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- Identity documents anonymisation specimen.