Current report 19/2024 Orange Polska S.A. – Warsaw, Poland 24 October 2024
Pursuant to art. 19, clause 1, item 1 of the Decree of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, the Management Board of Orange Polska S.A. informs about summoning the Extraordinary General Meeting to be held on 21 November 2024.
ANNOUNCEMENT
of the Management Board of Orange Polska on convening
the Extraordinary General Meeting
I. Date, time and venue of the Extraordinary General Meeting and detailed Agenda
The Management Board of Orange Polska Spółka Akcyjna (hereinafter referred to as "Orange Polska S.A." or "the Company") with its registered seat in Warsaw, entered in the companies' register maintained by the Regional Court for the Capital City of Warsaw, 12th Business Division of the National Court Register, under the number 0000010681, acting pursuant to provisions of article 399 § 1 of the Commercial Companies Code and § 12 clause 2 of the Articles of Association of Orange Polska S.A., convenes the Extraordinary General Meeting of Orange Polska S.A. ("General Meeting") to be held on 21 November 2024, (Thursday) at 15:00 CET, in Warsaw, at Orange Polska S.A. headquarters at Aleje Jerozolimskie 160 ('Company's headquarters'), building E, ground floor, the conference hall – K/CK.
Agenda:
- 1) opening of the Meeting;
- 2) election of the Chairman;
- 3) statement that the Meeting is valid and capable to adopt resolutions;
- 4) adoption of the resolution on amending the Articles of Association of Orange Polska S.A.,
- 5) adoption of the resolution on adopting the unified text of the Articles of Association of Orange Polska S.A.,
- 6) changes in the Supervisory Board's composition,
- 7) closing of the Meeting.
II. Information on participation rights in the General Meeting
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- Shareholder's right to request for certain issues to be put on the General Meeting's agenda and to table draft resolutions
- 1) Pursuant to art. 401 § 1 of the Commercial Companies Code, the Shareholder or Shareholders representing at least 5% of the share capital have the right to put issues on the General Meeting agenda. The request shall contain the following:
- a) the justification or a draft resolution on the proposed item,
- b) an updated office copy of the entries in the companies' register or any other equivalent document confirming representation to act in the petitioner's name – regards the shareholders that are legal persons or entities that have no legal personality,
- c) a document confirming ownership of such number of shares that authorises to place the request.
The request shall be filed with the Management Board in writing at the Company's headquarters, or sent by e-mail to the [email protected] (pdf file), at least 21 days prior to the date of the General Meeting, i.e., on 31 October 2024 at the latest.
- 2) The Management Board shall immediately, and not later than at least 18 days prior to the planned date of the General Meeting, i.e. by 4 November 2024, announce changes to the agenda introduced upon Shareholders' request. The announcement shall be made in the manner appropriate to convene the General Meeting.
- 3) Pursuant to art. 401 § 4 of the Commercial Companies Code, the Shareholder or Shareholders representing at least 5% of the share capital and authorised to participate in the General Meeting have the right to table draft resolutions on issues on the General Meeting agenda or those to be put on the agenda. The drafts shall be filed with the Management Board in writing at the Company's headquarters, or sent by e-mail to the address [email protected] (pdf file). The request with the draft resolution shall be accompanied by the documents referred to in points 1b) and 1c).
- 4) The Company may take actions proportional to the purpose to identify the Shareholder or Shareholders and verify the validity of the documents submitted, referred to in points 1) and 3).
- 5) Pursuant to art. 401 § 5 of the Commercial Companies Code, each Shareholder authorised to participate in the General Meeting may, during the General Meeting, table draft resolutions on the issues that have been put on the agenda.
2. Exercise of their voting right by the proxy holder
1) A Shareholder being natural person may participate in the General Meeting and exercise his/her voting right in person or by a proxy holder.
A Shareholder not being natural person may participate in the General Meeting and exercise its voting right through a person authorised to make statements of will in its name or by a proxy holder.
- 2) The proxy shall be made in writing, otherwise null and void, and it shall be appended to the General Meeting minutes or made in electronic form. The form of the proxy authorising to exercise the voting right by a proxy holder is available at the Company's website: www.orangeir.pl (pdf file).
- 3) Orange Polska S.A. shall be notified about a proxy in electronic form at least 3 working days prior to the General Meeting, i.e. on 18 November 2024 at 16:00 CET at the latest by e-mail sent to [email protected]ontaining a scan of proxy signed by the Shareholder or, in case of shareholders other than natural persons, by persons authorised to represent such Shareholder.
- 4) Orange Polska S.A. shall take relevant steps to identify the Shareholder and the proxy holder in order to verify the validity of the proxy made in electronic form. The verification may mean a feedback by e-mail or by telephone asking the Shareholder and/or the proxy holder to confirm
the representation and the scope of the proxy. Orange Polska S.A. thereby represents that any failure to respond to such verification shall be treated as failure to grant proxy and shall give grounds for such proxy holder to be denied access to the General Meeting.
- 5) The right to represent a Shareholder not being a natural person shall be derived from an office copy of the relevant register (placed in original or in a copy confirmed by notary), or other equivalent document or from the proxy, to be presented when checking the attendance list or sent in electronic form (pdf file). A person/persons granting proxy on behalf of the Shareholder that is not natural person shall by entered in the updated office copy of the relevant register.
- 6) A management board member and an employee of the Company may act as proxy holders at the General Meeting. If a management board member or a supervisory board member or an employee of the Company or a member of a subsidiary's bodies or its employee is a proxy holder at the General Meeting, the proxy may authorise to represent exclusively at a single General Meeting.
- 7) The proxy holder, referred to in point 6) shall notify the Shareholder about any circumstances that indicate or may indicate a conflict of interest. Further representation shall be forbidden.
- 8) The proxy holder, referred to in point 6) shall vote in line with the instructions received from the Shareholder.
3. The possibility and mode of participating in the General Meeting by means of electronic communication
- 1) The Company allows for participation in the General Meeting by means of electronic communication.
- 2) Shareholder or a proxy holder intending to participate in the General Meeting in the manner referred to in point 1), is obliged to notify this intention to the Company using electronic means of communication no later than 3 working days prior to the date of the General Meeting, i.e. on 18 November 2024 at the latest at: [email protected].
- 3) Using the above mentioned form of participation in the General Meeting shall be possible via a link which will be sent to the Shareholder or a proxy after positive verification of his/her rights, 2 working days prior to the date of the General Meeting, i.e. on 19 November 2024 by 16:00 CET at the latest.
- 4) Detailed rules and conditions for the participation in the General Meeting by means of electronic communication are specified in the Annex to this announcement.
4. The method of communication at the General Meeting by means of electronic communication
The Company allows Shareholders to communicate by electronic means only (chat) at the General Meeting under the conditions specified in the Annex to this announcement.
5. The procedure for casting votes by correspondence or by electronic means
- 1) The Company does not allow for executing the voting right by correspondence.
- 2) The Company allows for executing the voting right by means of electronic communication under the conditions specified in the Annex to this announcement
6. The record date
The 16th day prior to the date of the General Meeting, i.e., 5 November 2024 shall be the record date.
7. The right to participate in the General Meeting
- 1) Only the persons being Orange Polska S.A. Shareholders as of the record date, i.e., 5 November 2024, shall have the right to participate in the General Meeting. Personal certificate of entitlement to attend the General Meeting is issued by the entity operating a securities account, not later than in the first working day after the day of registration, i.e. 6 November 2024.
- 2) The list of Shareholders authorised to participate in the General Meeting shall be made pursuant to the data received from the National Securities Depository (KDPW). It is however recommended that the Shareholders had bearer certificates of their right to participate in the General Meeting issued by the entity maintaining the securities account.
- 3) Shareholders shall be allowed to take part in the General Meeting on producing their identity document, while proxy holders shall be allowed to take part in the General Meeting on producing their identity document and the proxy made in writing or by electronic means. Representatives of legal persons or entities not having legal personality shall additionally produce updated office copies of relevant registers with persons authorised to represent the entities entered in it.
- 4) The list of Shareholders entitled to participate in the General Meeting will be available at the Company's headquarters three working days before the General Meeting, i.e. from 18 November 2024.
- 5) Any Shareholder may demand that the list of Shareholders entitled to participate in the General Meeting be e-mailed free of charge to the e-mail address indicated by them. If she/he is not included in the list of Shareholders entitled to participate in the General Meeting, the Company may demand the presentation of documents confirming that the demanding party is truly a Shareholder on the date of forming such a demand.
III. Access to documentation and other information
- 1) Any information and documents to be presented to the General Meeting together with draft resolutions, shall be placed at the Company's website: www.orange-ir.pl in AGM section beginning on the day the General Meeting has been convened.
- 2) The Management Board's report on the activities, financial statements, the Supervisory Board's report and audit reports are posted on the Company's website at: www.orange-ir.pl.
- 3) Beginning on 14 November 2024, a Shareholder shall have the right to request a copy of motions on the issues on agenda.
- 4) The proceedings of the General Meeting will be transmitted via the Internet. The link to the transmission enabling real-time reception of the General Meeting in Polish and English will be posted on the Company's website www.orange-ir.pl a week prior to the General Meeting.
- 5) Information related to the processing of personal data by the Company is available at: www.orange-ir.pl.
Annex to the Announcement
on the Extraordinary General Meeting of
Orange Polska S.A.
as of 21 November 2024
Part A. Information on the possibility, rules and manners of participation by Shareholders in the General Meeting by means of electronic communication
Participation in the General Meeting
-
- Pursuant to the Regulations for participation in the General Meetings of Orange Polska S.A. using electronic communication means adopted by the resolution of Supervisory Board no. 21/20 dated 11 May 2020, participation in the General Meeting by means of electronic communication includes in particular:
- 1) real-time two-way communication where shareholders can make statements during the General Meeting, staying in a different place than the place of the General Meeting,
- 2) exercising the right to vote before or during the General Meeting in person or by proxy holder.
-
- Participation in the General Meeting referred to in item 1 shall take place by means of a dedicated IT platform using technology and means ensuring Shareholder identification and communication security.
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- Communication in the manner referred to in item 1 point 1 as well as confirmation of receipt of votes, takes place by means of a text communicator on the dedicated IT platform.
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- At the Shareholder's request, submitted no later than three months from the date of the General Meeting, the Company sends to the Shareholder or its proxy confirmation that his/her vote has been properly registered and counted, unless such confirmation has been provided to the Shareholder or his/her proxy in advance.
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- A Shareholder or a proxy holder intending to participate in the General Meeting by means of electronic communication should meet the technical requirements set out in Part B and is obliged to notify the Company of this intention using electronic means of communication at: [email protected], sending, in secure way, the following documents:
- 1) a completed and signed Statement, scanned to pdf format, prepared in accordance with the form specified in Part C of this Annex,
- 2) a scan of an identity document (ID card or passport) containing data enabling identification of a Shareholder or a proxy holder who is a natural person and a scan of the power of attorney,
- 3) a scan of an excerpt from the relevant register, a scan of the power of attorney, a proxy' holder's identity document (ID card or passport) or an excerpt from the appropriate register of the proxy when a Shareholder or a proxy holder is a legal person or an organizational unit without legal personality,
- 4) personal data provided by the Shareholder will be processed by Orange Polska solely for the purpose of verifying and confirming his right to participate in the General Meeting by means of electronic communication.
Verification of Shareholders and entry on the attendance list
-
- In order to carry out the correct verification, the Company may contact the Shareholder or a proxy holder using the contact details indicated in the Statement.
-
- In the case of non-removal or explanation by correspondence, within the time limit set by the Company, of any non-compliance, the Company shall refuse the given Shareholder to whom the non-compliance relates participation in the General Meeting using electronic means of communication, notifying him of this fact to the email address provided in the Statement.
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- Based on the list of shareholders entitled to participate in the General Meeting received from KDPW S.A. (the Central Securities Depository of Poland) the Company will verify the powers of the given Shareholder who has indicated his/her intention to participate in accordance with item 5 above.
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- With respect to the shareholders who participate in the General Meeting by means of electronic communication, the rules of their entry to the attendance list are the following:
- 1) The persons appointed by the Management Board check the data referred to in § 7 item 2 of the Regulations of the General Meeting of Orange Polska S.A., based on documents sent in accordance with item 5 above,
- 2) Instead of the signature of the Shareholder or his proxy holder on the attendance list, his/her presence is confirmed by the person drawing up the attendance list. On this basis, the Chairman of the General Meeting signs the attendance list,
- 3) Persons drawing up the attendance list shall introduce changes in the composition of shareholders on the attendance list during the General Meeting, at the same time specifying the moment of their occurrence, based on the moment when the given Shareholder logs in or logs out.
IT platform
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- After positive verification of the Shareholder's rights and any proxies granted, the Company will send to the Shareholder or his proxy holder on 19 November 2024, 16:00 CET at the latest from the address: [email protected] to the email address provided by the Shareholder in the Statement, detailed instructions on how to register to a dedicated IT platform enabling participation in the General Meeting using electronic means of communication together with a login, which will also confirm the right to participate in the General Meeting using electronic means of communication. An SMS with a start password used for the first registration to this platform will be sent to the phone number indicated in the Statement.
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- The Shareholder's start password received from the Company for the IT platform dedicated to participate in the General Meeting by means of electronic communication is used only for the first registration to this platform. In order to maintain the security and confidentiality principles in using the platform, the Shareholder has to change the above password to his/her own as described in the instructions.
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- On 20 November 2024, at the time specified in the instructions referred to in point 10, Shareholders will have the opportunity to test the correct functioning of their IT equipment, software and internet connection, which they will use to participate in the General Meeting using electronic means of communication, as well as become familiar with the principles of functioning of the platform made
available for this purpose. Access to the tests will be possible via the link sent by email on 19 November 2024 from [email protected].
- In the case of any problems or questions regarding the use of the platform or how it works, the Shareholder will be able to use telephone technical support available on 20 November 2024 (at the time specified in the instructions referred to in point 10) and on 21 November 2024, i.e. on General Meeting from 14:00 CET to the end of the General Meeting, or to report it to [email protected]. The technical support telephone number will be made available by the Company to the Shareholder or his proxy holder along with the instructions specified in point 10.
Limitation of the Company's liability
-
- The Company is not responsible for any entrustment by the Shareholder of his login and password to participate in the General Meeting by means of electronic communication, to a third party.
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- In the case that technical problems caused by the Company prevent the shareholders from participating in the General Meeting by means of electronic communication, the Chairman of the General Meeting may order a break in the proceedings of the General Meeting until electronic communication is restored, provided that this does not cause significant disruptions in the course of the General Meeting.
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- The risk associated with the use of means of electronic communication in order to participate in the General Meeting, in particular arising from the inability to receive transmission, communication or exercise voting rights during the General Meeting due to failure or interference on the links is limited to the Shareholder and the Company assumes no responsibility in this respect.
Part B. Technical Requirements
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- To participate in General Meetings by electronic communication means the Shareholder or a proxy holder should have at his/her disposal:
- a) a connection to the public Internet with a minimum bandwidth of 4 Mbps (suggested constant bandwidth while using the platform),
- b) a computer equipped with speakers, working under the control of Windows 10 or macOS operating system, with one of the following browsers installed: Firefox, Chrome, Safari or Edge updated to the latest version (all the listed browsers are available for free download on the public Internet). It is not recommended to use Internet Explorer. It is not recommended to use Internet Explorer.
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- While using the platform, it is suggested that the user does not use other applications that significantly burden the computer and communication link used by the platform.
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- It is recommended to use the platform in "full screen" mode.
Part C. Specimen Statement of the intention to participate in the General Meeting by electronic communication means
STATEMENT
I (We), the undersigned, being a Shareholder/representative of a Shareholder*) of Orange Polska S.A., based in Warszawa: declare that:
……………………………………………………………………………………………………………………………
……….…………………………………………………………………………………………………..………………
(Shareholder details: name and surname/company, address/registered office)
I (We) desire to participate in the Extraordinary General Meeting of Orange Polska S.A. convened for 21 November 2024, at 15:00 CET by electronic communication means.
I declare that as a Shareholder / a person authorised to represent the Shareholder, which is confirmed by the documents submitted to the Company*), and that I will personally participate in the General Meeting electronic communication means.
I declare that I will participate in the General Meeting with the number of shares ………………… / to be indicated on the list of Shareholders entitled to participate in the General Meeting of the Company, issued by KDPW*).
I hereby accept all the conditions and consequences of participating by electronic communication means in the General Meeting announced and published by the Company.
Details of Shareholder / person representing the Shareholder*) authorized to participate in General Meetings by electronic communication mean**):
| Name and surname: …………………………………………………………………………………….…………… |
|
| Address: ……………………………………………………………………………………………………………… |
|
| Personal ID no.: ……………………………………………………………………………………………………… |
|
| Number of identity card/passport* …………………………………………………….…………………………… |
|
| E-mail address for contact and login delivery: ……………………………………….………………………… |
|
| Telephone number for contact / sending the password to login: …………………………………………… |
|
| Signature(s) of shareholder/ persons authorised to represent the shareholder*: |
|
| ………………………………………………… |
………………………………………………… |
| forename and surname / function |
forename and surname / function |
| ………………………………………………… |
………………………………………………… |
| place and date |
place and date |
*) - delete as appropriate
**) - personal data provided by the Shareholder will be processed by Orange Polska solely for the purpose of verifying and confirming his right to participate in the General Meeting by means of electronic communication