AGM Information • Jun 20, 2024
AGM Information
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on: the election of the Chairperson of the Ordinary General Meeting
Acting pursuant to Article 409 § 1 of the Code of Commercial Companies and § 5 Section 3 of the Regulations of the General Meeting of ENERGA Spółka Akcyjna with the registered office in Gdańsk, it is hereby decided as follows:
§ 1
The Ordinary General Meeting elects Ms Justyna Bojarska as the Chairwoman of the Ordinary General Meeting of the Company.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 1 was adopted in a secret ballot by 521,907,560 votes FOR, with 0 votes AGAINST and 706,060 votes ABSTAINED, for the total number of 522,613,620 valid votes cast from 377,685,620 shares constituting 91.21% in the Company's share capital.
on: the adoption of the agenda of the Ordinary General Meeting of ENERGA S.A.
Acting pursuant to § 6.1 of the Rules of the General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk, it is hereby decided as follows:
§ 1
The General Meeting of the Company resolves to adopt the following agenda of the Ordinary General Meeting of ENERGA S.A.:
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 2 was adopted in an explicit ballot by 521,942,620 votes FOR, with 0 votes AGAINST and 671,000 votes ABSTAINED, for the total number of 522,513,620 valid votes cast from 377,685,620 shares constituting 91.21% in the Company's share capital.
on: approval of the ENERGA SA's Management Board Report on the activities of the ENERGA Capital Group and ENERGA S.A. in 2023
Acting pursuant to Article 393 (1), Article 395 § 2 (1) and § 5 of the Code of Commercial Companies in connection with Article 55 (2a) of the Accounting Act of 29 September 1994, having read the review by the Supervisory Board of the Company, the Ordinary General Meeting has resolved as follows:
§ 1
To approve the ENERGA SA's Management Board Report on the activities of the ENERGA Capital Group and ENERGA S.A. in 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 3 was adopted in an explicit ballot by 521,526,889 votes FOR, with 135,106 votes AGAINST and 896,637 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: approval of the standalone financial statements of ENERGA S.A. for the financial year ended on 31 December 2023
Acting pursuant to Article 393 (1), Article 395 § 2 (1) of the Code of Commercial Companies and Article 53 (1) of the Accounting Act of 29 September 1994, having read the review by the Supervisory Board of the Company, the Ordinary General Meeting of has resolved as follows:
§ 1
To approve the standalone financial statements of ENERGA S.A. prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union, for the financial year ended on 31 December 2023, consisting of:
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 4 was adopted in an explicit ballot by 521,526,889 votes FOR, with 227,106 votes AGAINST and 804,637 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: distribution of the net profit for the financial year of 2023
Acting pursuant to Article 395 § 2 (2) of the Code of Commercial Companies, having read the review by the Supervisory Board of the Company on the motion of the Management Board of the Company on distribution of the net profit for the financial year of 2023, the Ordinary General Meeting has resolved as follows:
§ 1
To transfer the Company's net profit for 2023 financial year covering the period from 1 January 2023 to 31 December 2023 in the amount of PLN 37,571,895.67 (say zlotys: thirty seven million five hundred seventy one thousand eight hundred nine five 67/100) to the supplementary capital.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 5 was adopted in an explicit ballot by 521,526,889 votes FOR, with 988,106 votes AGAINST and 43,637 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: approval of the consolidated financial statements of the ENERGA Capital Group for the financial year ended on 31 December 2023
Acting pursuant to Article 395 § 5 of the Code of Commercial Companies and Article 63c (4) of the Accounting Act of 29 September 1994, having read the review by the Supervisory Board of the Company, the Ordinary General Meeting has resolved as follows:
§ 1
To approve the consolidated financial statements of the ENERGA Capital Group prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union, for the financial year ended on 31 December 2023, consisting of:
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 6 was adopted in an explicit ballot by 521,526,889 votes FOR, with 255,106 votes AGAINST and 776,637 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
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 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Zofia Paryła to confirm the discharge of her duties as the President of the Management Board from 1 January 2023 to 31 December 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 7 was rejected in a secret ballot by 110,249 votes FOR, with 521,727,383 votes AGAINST and 721,000 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on:granting the vote of acceptance to Mr Michał Perlik to confirm the discharge of his duties as the Vice-President of the Management Board for Finance and the Vice-President of the Management Board for Finance and Climate in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Michał Perlik to confirm the discharge of his duties as the Vice-President of the Management Board for Finance and the Vice-President of the Management Board for Finance and Climate in the period from 1 January 2023 to 31 December 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 8 was adopted in a secret ballot by 521,526,889 votes FOR, with 360,743 votes AGAINST and 671,000 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
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 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
To grant 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 the period from 1 January 2023 to 31 December 2023.
The Resolution comes into effect upon its adoption.
Resolution No. 9 was rejected in a secret ballot by 110,249 votes FOR, with 521,761,383 votes AGAINST and 687,000 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: granting the vote of acceptance to Mr Janusz Szurski to confirm the discharge of his duties as the Vice-President of the Management Board for Corporate Matters in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Janusz Szurski to confirm the discharge of his duties as the Vice-President of the Management Board for Corporate Matters in the period from 1 January 2023 to 31 December 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 10 was rejected in a secret ballot by 110,249 votes FOR, with 521,777,383 votes AGAINST and 671,000 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: granting the vote of acceptance to Mr Dominik Wadecki to confirm the discharge of his duties as the Vice-President of the Management Board for Operations and Climate in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Dominik Wadecki to confirm the discharge of his duties as the Vice-President of the Management Board for Operations and Climate in the period from 1 January 2023 to 16 February 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 11 was rejected in a secret ballot by 110,249 votes FOR, with 521,777,383 votes AGAINST and 671,000 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: granting the vote of acceptance to Ms Paula Ziemiecka-Księżak to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
To grant the vote of acceptance to Ms Paula Ziemiecka-Księżak to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2023 to 31 December 2023.
The Resolution comes into effect upon its adoption.
Resolution No. 12 was adopted in a secret ballot by 521,526,889 votes FOR, with 350,743 votes AGAINST and 681,000 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: granting the vote of acceptance to Mr Jarosław Dybowski to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Jarosław Dybowski to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2023 to 31 December 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 13 was rejected in a secret ballot by 120,249 votes FOR, with 350,743 votes AGAINST and 522,087,640 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: granting the vote of acceptance to Ms Barbara Hajdas to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Barbara Hajdas to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2023 to 31 December 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 14 was rejected in a secret ballot by 110,249 votes FOR, with 350,743 votes AGAINST and 522,097,640 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: granting the vote of acceptance to Ms Sylwia Kobyłkiewicz to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Sylwia Kobyłkiewicz to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period 1 January 2023 to 31 December 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 15 was rejected in a secret ballot by 110,249 votes FOR, with 560,743 votes AGAINST and 521,887,640 votes ABSTAINED, for the total number of 522,558,632 valid votes cast from 377,630,632 shares constituting 91.20% in the Company's share capital.
on: granting the vote of acceptance to Mr Paweł Kosztyła to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Paweł Kosztyła to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2023 to 15 June 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 16 was rejected in a secret ballot by 110,249 votes FOR, with 334,743 votes AGAINST and 522,087,640 votes ABSTAINED, for the total number of 522,532,632 valid votes cast from 377,604,632 shares constituting 91.19% in the Company's share capital.
on: granting the vote of acceptance to Mr Artur Michalski to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Artur Michalski to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 May 2023 to 31 December 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 17 was adopted in a secret ballot by 521,526,889 votes FOR, with 334,743 votes AGAINST and 671,000 votes ABSTAINED, for the total number of 522,532,632 valid votes cast from 377,604,632 shares constituting 91.19% in the Company's share capital.
on: granting the vote of acceptance to Ms Agata Piotrowska to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Agata Piotrowska to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2023 to 15 June 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 18 was adopted in a secret ballot by 521,526,889 votes FOR, with 334,743 votes AGAINST and 671,000 votes ABSTAINED, for the total number of 522,532,632 valid votes cast from 377,604,632 shares constituting 91.19% in the Company's share capital.
on: granting the vote of acceptance to Mr Michał Róg to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Michał Róg to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA SA in the period from 1 January 2023 to 22 February 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 19 was rejected in a secret ballot by 110,249 votes FOR, with 521,751,383 votes AGAINST and 671,000 votes ABSTAINED, for the total number of 522,532,632 valid votes cast from 377,604,632 shares constituting 91.19% in the Company's share capital.
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 of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Agnieszka Terlikowska-Kulesza to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2023 to 31 December 2023.
The Resolution comes into effect upon its adoption.
Resolution No. 20 was adopted in a secret ballot by 521,526,889 votes FOR, with 334,743 votes AGAINST and 671,000 votes ABSTAINED, for the total number of 522,532,632 valid votes cast from 377,604,632 shares constituting 91.19% in the Company's share capital.
on: granting the vote of acceptance to Ms Anna Ziobroń to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Anna Ziobroń to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 16 June 2023 to 31 December 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 21 was rejected in a secret ballot by 110,249 votes FOR, with 334,743 votes AGAINST and 522,087,640 votes ABSTAINED, for the total number of 522,532,632 valid votes cast from 377,604,632 shares constituting 91.19% in the Company's share capital.
on: granting the vote of acceptance to Ms Agnieszka Żyro to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2023
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Agnieszka Żyro to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2023 to 31 December 2023.
The Resolution comes into effect upon its adoption.
Resolution No. 22 was rejected in a secret ballot by 110,249 votes FOR, with 334,743 votes AGAINST and 522,087,640 votes ABSTAINED, for the total number of 522,532,632 valid votes cast from 377,604,632 shares constituting 91.19% in the Company's share capital.
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 2023
Acting pursuant to Article 395 § 2¹ of the Code of Commercial Companies and Article 90g (6) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To give a positive opinion on 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 2023.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 23 was adopted in an explicit ballot by 521,416,640 votes FOR, with 604,992 votes AGAINST and 471,000 votes ABSTAINED, for the total number of 522,492,632 valid votes cast from 377,564,632 shares constituting 91.18% in the Company's share capital.
on: on adoption of the amended Remuneration Policy for Members of the Management Board and Supervisory Board of ENERGA S.A. and authorising the Supervisory Board of the Company to specify elements of the remuneration policy in greater detail.
Acting pursuant Article 90d (1) and (7) and Article 90e (4) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies, the Ordinary General Meeting has resolved as follows:
§ 1
Repeal Resolution No. 32 of the Ordinaly General Meeting of the Company ENERGA Spółka Akcyjna its registered office in Gdańsk of 29 June 2020 on adoption of the Remuneration Policy for Members of the Management Board and Supervisory Board of ENERGA S.A. and authorising the Supervisory Board of the Company to specify elements of the remuneration policy in greater detail.
The Resolution comes into effect upon its adoption.
The draft of the amended Policy was prepared by the Company's Management Board and contributed for its adoption by the General Meeting of ENERGA S.A.
By Resolution No. 96/VII/2024 of 24 May 2024, the Supervisory Board of ENERGA S.A. assessed it positively and decided to submit the draft Policy to the General Meeting.
Resolution No. 24 was adopted in an explicit ballot by 521,442,640 votes FOR, with 255,355 votes AGAINST and 794,637 votes ABSTAINED, for the total number of 522,492,632 valid votes cast from 377,564,632 shares constituting 91.18% in the Company's share capital.
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