Resolution No. 1 of the Ordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves as follows:
§ 1
The Ordinary General Meeting elects Ms Justyna Bojarska as the Chairwoman of the Ordinary General Meeting.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 1 was adopted in a secret ballot by 523,373,390 votes FOR, with 13,042 votes AGAINST and 29,604 votes ABSTAINED, for the total number of 523,416,036 valid votes cast from 378,488,036 shares constituting 91,41 % in the Company's share capital.
Resolution No. 2 of the Ordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: the adoption of the agenda of the Ordinary General Meeting
Acting pursuant to § 6.1 of the Rules of the General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk, the Ordinary General Meeting of ENERGA S.A ("Company") resolves as follows:
§ 1
The General Meeting of the Company resolves to adopt the following agenda of the Ordinary General Meeting of the Company:
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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),
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2) Business of head offices; management advisory (70),
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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),
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2) Activities of head offices and management consultancy (70),
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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.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 2 was adopted in an explicit ballot by 523,400,251 votes FOR, with 0 votes AGAINST and 10,100 votes ABSTAINED, for the total number of 523,410,351 valid votes cast from 378,482,351 shares constituting 91,41% in the Company's share capital.
Resolution No. 3 of the Ordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: holding a discussion on several agenda items together
Acting pursuant to Article 404 § 2 of the Code of Commercial Companies and § 8 Section 3 of the Regulations of the General Meeting of ENERGA Spółka Akcyjna with the registered office in Gdańsk, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves as follows:
§ 1
The Ordinary General Meeting decides to adopt an orderly resolution to combine for joint discussion the matters covered by items:
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from 5 to 9 of the agenda of the Ordinary General Meeting,
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from 10 to 12 of the agenda of the Ordinary General Meeting,
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13 and 14 of the agenda of the Ordinary General Meeting.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 3 was adopted in an explicit ballot by 522,079,265 votes FOR, with 1,129,319 votes AGAINST and 207,452 votes ABSTAINED, for the total number of 523,416,036 valid votes cast from 378,488,036 shares constituting 91,41% in the Company's share capital.
Resolution No. 4 of the Ordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: 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)
Acting pursuant to Article 393 (1), Article 395 § 2 (1) and § 5 of the Code of Commercial Companies in connection with Article 49, Article 55 (2a) and Article 63x of the Accounting Act of 29 September 1994, after prior consideration and having read the review by the Supervisory Board of the ENERGA S.A. ("Company"), the Ordinary General Meeting of the Company resolves as follows:
§ 1
To approve 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).
§ 2
The Resolution comes into effect upon its adoption.
Resolution No.4 was adopted in an explicit ballot by 521,509,190 votes FOR, with 1,906,746 votes AGAINST and 0 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 5 of the Ordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: approval of the standalone financial statements of ENERGA S.A. for the financial year ended on 31 December 2024
Acting pursuant to Article 393 (1), Article 395 § 2 (1) of the Code of Commercial Companies and Article 45 and Article 53 (1) of the Accounting Act of 29 September 1994, after prior consideration and having read the review by the Supervisory Board of the ENERGA S.A. ("Company"), the Ordinary General Meeting of the Company resolves 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 2024, audited by an independent auditor, consisting of:
- 1) Standalone statement of profit or loss showing a net profit of PLN 306 million (say zlotys: three hundred six million),
- 2) Standalone statement of comprehensive income showing a comprehensive income of PLN 323 million (say zlotys: three hundred twenty three million),
- 3) Standalone statement of financial position showing balance-sheet total of PLN 11,847 million (say zlotys: eleven billion eight hundred seven million),
- 4) Standalone statement of changes in equity, showing an increase in equity by PLN 323 million (say zlotys: three hundred twenty three million),
- 5) Standalone statement of cash flows not showing an increase/decrease in net cash and cash equivalents,
- 6) Accounting principles (policy) and other notes.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 5 was adopted in an explicit ballot by 521,509,190 votes FOR, with 1,906,746 votes AGAINST and 0 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 6 of the Ordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: approval of the consolidated financial statements of the ENERGA Capital Group for the financial year ended 31 December 2024
Acting pursuant to Article 395 § 5 of the Code of Commercial Companies and Article 55 and Article 63c (4) of the Accounting Act of 29 September 1994, after prior consideration and having read the review by the Supervisory Board of ENERGA S.A, ("Company"), the Ordinary General Meeting of the Company resolves 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 2024, audited by an independent auditor, consisting of:
- 1) Consolidated statement of profit or loss showing a net profit of PLN 268 million (say zlotys: two hundred sixty eight million),
- 2) Consolidated statement of comprehensive income showing comprehensive income of PLN 241 million (say zlotys: two hundred forty one million),
- 3) Consolidated statement of financial position showing balance-sheet total of PLN 35,639 million (say zlotys: thirty five billion six hundred thirty nine million),
- 4) Consolidated statement of changes in equity, showing an increase in equity by PLN 242 million (say zlotys: two hundred forty two million),
- 5) Consolidated statement of cash flows showing an increase in net cash and cash equivalents by PLN 467 million (say zlotys: four hundred sixty seven million),
- 6) Accounting principles (policy) and other notes.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 6 was adopted in an explicit ballot by 521,509,190 votes FOR, with 1,906,746 votes AGAINST and 0 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 7 of the Ordinary General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: distribution of the net profit for the financial year of 2024
Acting pursuant to Article 395 § 2 (2) of the Code of Commercial Companies, after prior consideration and having read the review by the Supervisory Board of ENERGA S.A. ("Company") on the motion of the Management Board of the Company on distribution of the net profit for the financial year of 2024, the Ordinary General Meeting of the Company resolves as follows:
§ 1
To transfer the entire Company's net profit for 2024 financial year covering the period from 1 January 2024 to 31 December 2024 in the amount of PLN 306,117,805.86 (say zlotys: three hundred six million one hundred seventeen thousand eight hundred five 86/100) to the supplementary capital.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 7 was adopted in an explicit ballot by 521,509,190 votes FOR, with 1,853,942 votes AGAINST and 0 votes ABSTAINED, for the total number of 523,363,132 valid votes cast from 378,435,132 shares constituting 91,39% in the Company's share capital.
Resolution No. 8 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
regarding: approval of the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024
Acting pursuant to Article 395 (5) of the Commercial Companies Code in conjunction with Article 382 (3) (3) of the Commercial Companies Code, Article 16 (1) (2) (4) and (5) of the Articles of Association of ENERGA S.A. ("Company") and Rule No. 2.11 of the Best Practices of WSE Listed Companies 2021, after prior consideration and review of the report of the Company's Supervisory Board for the financial year 2024, the Ordinary General Meeting of the Company resolves as follows:
§1
The Report of the Supervisory Board of ENERGA S.A. for the financial year 2024 containing information on the functioning of the ENERGA Group, the Supervisory Board and its committees as well as information and assessments required by generally applicable regulations and Good Practices of WSE Listed Companies 2021 is hereby approved.
§2
The Resolution comes into effect upon its adoption.
Resolution No. 8 was adopted in an explicit ballot by 521,509,190 votes FOR, with 1,274,781 votes AGAINST and 631,965 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 9 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves 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 2024 to 25 March 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 9 was rejected in an secret ballot by 1000 votes FOR, with 523,414,936 votes AGAINST and 0 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 10 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: granting the vote of acceptance to Mr Michał Perlik discharge of his duties as the Vice-President of the Management Board for Finance and Climate and acting President of the Management Board in 2024
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves 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 Climate and acting President of the Management Board from 1 January 2024 to 28 May 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 10 was adopted in an secret ballot by 521,417,640 votes FOR, with 1,998,296 votes AGAINST and 0 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 11 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves as follows:
§ 1
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 from 1 January 2024 to 31 January 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 11 was rejected in an secret ballot by 1000 votes FOR, with 523,413,975 votes AGAINST and 961 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 91,41% shares constituting 91.41% in the Company's share capital.
Resolution No. 12 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: granting the vote of acceptance to Mr Janusz Szurski discharge of his duties as the Vice-President of the Management Board for Corporate Matters in 2024
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves 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 from 1 January 2024 to 25 March 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 12 was rejected in an secret ballot by 1000 votes FOR, with 523,413,975 votes AGAINST and 961 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 13 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: granting the vote of acceptance to Mr Sławomir Staszak discharge of his duties as the Vice-President of the Management Board, acting President of the Management Board and the President of the Management in 2024
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves as follows:
§ 1
To grant the vote of acceptance to Mr Sławomir Staszak to confirm the discharge of his duties as the Vice-President of the Management Board, acting President of the Management Board and the President of the Management Board from 20 April 2024 to 31 December 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 13 was adopted in an secret ballot by 522,084,607 votes FOR, with 1,326,675 votes AGAINST and 4,654 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 14 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: granting the vote of acceptance to Mr Roman Szyszko discharge of his duties as the Vice-President of the Management Board in 2024
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves as follows:
§ 1
To grant the vote of acceptance to Mr Roman Szyszko to confirm the discharge of his duties as the Vice-President of the Management Board from 20 April 2024 to 31 December 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 14 was adopted in an secret ballot by 523,075,649 votes FOR, with 322,833 votes AGAINST and 17,454 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 15 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: granting the vote of acceptance to Mr Piotr Szymanek discharge of his duties as the Vice-President of the Management Board in 2024
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves as follows:
§ 1
To grant the vote of acceptance to Mr Piotr Szymanek to confirm the discharge of his duties as the Vice-President of the Management Board from 1 June 2024 to 31 December 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 15 was adopted in an secret ballot by 522,118,857 votes FOR, with 1,297,079 votes AGAINST and 0 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 16 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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 the Member of the Supervisory Board in 2024
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves as follows:
§ 1
To grant 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 the Member of the Supervisory Board of the Company in the period from 1 January 2024 to 6 November 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 16 was adopted in an secret ballot by 521,417,640 votes FOR, with 1,365,370 votes AGAINST and 632,926 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 17 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves as follows:
§ 1
To grant the vote of acceptance to Mr Jarosław Dybowski to confirm the discharge of his duties as the Vice-Chairperson of the Supervisory Board in the period from 1 January 2024 to 5 April 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 17 was rejected in an secret ballot by 1000 votes FOR, with 1,365,370 votes AGAINST and 522,049,566 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 18 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves 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 the Company in the period from 1 January 2024 to 1 March 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 18 was rejected in an secret ballot by 1000 votes FOR, with 1,365,370 votes AGAINST and 522,049,566 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 19 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves 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 the Company in the period from 1 January 2024 to 31 January 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 19 was rejected in an secret ballot by 1000 votes FOR, with 1,365,370 votes AGAINST and 522,049,566 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 20 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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 Chairperson of the Supervisory Board in 2024
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves as follows:
§ 1
To grant the vote of acceptance to Mr Ireneusz Fąfara to confirm the discharge of his duties as the as the Member of the Supervisory Board and Chairperson of the Supervisory Board in the period from 18 June 2024 to 31 December 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 20 was adopted in an secret ballot by 521,417,642 votes FOR, with 1,366,329 votes AGAINST and 631,965 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 21 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves as follows:
§ 1
To grant the vote of acceptance to Mr Artur Michalski to confirm the discharge of his duties as the as the Member of the Supervisory Board in the period from 1 January 2024 to 4 April 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 21 was adopted in an secret ballot by 521,417,640 votes FOR, with 1,365,370 votes AGAINST and 632,926 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 22 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves 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 the Company and the Secretary of the Supervisory Board in the period from 5 April 2024 to 31 December 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 22 was adopted in an secret ballot by 521,417,642 votes FOR, with 1,365,368 votes AGAINST and 961 votes ABSTAINED, for the total number of 522,783,971 valid votes cast from 377,855,971 shares constituting 91,25% in the Company's share capital.
Resolution No. 23 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves as follows:
§ 1
To grant the vote of acceptance to Mr Dariusz Trojanowski to confirm the discharge of his duties as the as the Member of the Supervisory Board in the period from 5 April 2024 to 31 December 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 23 was adopted in an secret ballot by 521,417,642 votes FOR, with 1,365,368 votes AGAINST and 632,926 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 24 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves 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 the Company and the Secretary of the Supervisory Board in the period from 1 January 2024 to 4 April 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 24 was adopted in an secret ballot by 521,417,640 votes FOR, with 1,365,370 votes AGAINST and 632,926 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 25 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves 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 the Company in the period from 1 January 2024 to 4 April 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 25 was rejected in an secret ballot by 1000 votes FOR, with 1,365,370 votes AGAINST and 522,049,566 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 26 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves 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 the Company in the period from 1 January 2024 to 4 April 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 26 was rejected in an secret ballot by 1000 votes FOR, with 1,365,370 votes AGAINST and 522,049,566 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 27 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves as follows:
§ 1
To grant the vote of acceptance to Mr Zbigniew Lubośny to confirm the discharge of his duties as the as the Member of the Supervisory Board in the period from 5 April 2024 to 31 December 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 27 was adopted in an secret ballot by 521,417,642 votes FOR, with 1,365,368 votes AGAINST and 632,926 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 28 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, after considering the Report of the Supervisory Board of ENERGA S.A. for the financial year 2024, the Ordinary General Meeting of ENERGA S.A. (the "Company") resolves as follows:
§ 1
To grant the vote of acceptance to Ms Dominika Lechowska to confirm the discharge of her duties as the Member of the Supervisory Board of the Company in the period from 5 April 2024 to 31 December 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 28 was adopted in an secret ballot by 521,417,642 votes FOR, with 1,365,368 votes AGAINST and 632,926 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 29 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
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
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, after reviewing the auditor's assessment, the Ordinary General Meeting of ENERGA S.A. ("Company") resolves 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 2024.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 29 was adopted in an explicit ballot by 522,049,607 votes FOR, with 1,352,568 votes AGAINST and 13,761 votes ABSTAINED, for the total number of 523,415,936 valid votes cast from 378,487,936 shares constituting 91,41% in the Company's share capital.
Resolution No. 30 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: amendment to § 5 Section 1, § 17 Section 3, 5, 8 and 9 as well as § 18 Section 1 of the Company's Articles of Association
Acting pursuant to Article 430 § 1 of the Commercial Companies Code, the Ordinary General Meeting of ENERGA S.A. ("Company"), resolves as follows:
§ 1
The Ordinary General Meeting makes the following changes to the Company's Articles of Association:
1) § 5 Section 1 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)."
- 2) § 17 Section 3 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."
- 3) § 17 Section 5 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."
4) § 17 Section 8 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:"
5) § 17 Section 9 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."
6) § 18 Section 1 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."
§ 2
The resolution comes into force on the day of its adoption with effect from the day the amendments are entered in the register of entrepreneurs of the National Court Register.
Resolution No. 30 was adopted in an explicit ballot by 521,510,151 votes FOR, with 1,822,735 votes AGAINST and 13,800 votes ABSTAINED, for the total number of 523,346,686 valid votes cast from 378,418,686 shares constituting 91,39% in the Company's share capital.
Resolution No. 31 of the Ordinary General Meeting of the Company ENERGA Spółka Akcyjna with its registered office in Gdańsk of 13 June 2025
on: adopting the consolidated text of the Company's Articles of Association
§ 1
The Ordinary General Meeting of ENERGA S.A. ("Company") hereby adopts the consolidated text of the Company's Articles of Association taking into account amendments to § 5 Section 1, § 17 Section 3, 5, 8 and 9 as well as § 18 Section 1 of the Company's Articles of Association resulting from Resolution on of the Ordinary General Meeting, adopted on 13 June 2025, with following wording:
ARTICLES OF ASSOCIATION
I. GENERAL PROVISIONS ---------------------------------------------------------------------
§ 1
-
The Company operates under the business name of: ENERGA Spółka Akcyjna. ------------
-
- Whenever the Articles of Association refer to the Company, it shall mean the company referred to in section 1 above. ------------------------------------------------------------------------
-
- The Company may use its abbreviated business name: ENERGA S.A. and its distinctive logo. ------------------------------------------------------------------------------------------------------
§ 2
The registered office of the Company shall be in Gdańsk. --------------------------------------------
-
- The Company shall carry on business in the territory of the Republic of Poland and abroad.
-
- The Company may establish and operate branches, plants, offices, agencies and other entities, purchase, dispose of, lease and rent enterprises, real estate, movable property and property rights, purchase and dispose of units of participation in the income or property of other entities, create commercial law and civil law companies, and may also participate in other companies and ventures in the territory of the Republic of Poland and abroad. The Company may perform all legal and factual activities in the scope of its enterprise which are not prohibited by law. -----------------------------------------------------------------------------
-
- The Company may be a member of national and international associations. ------------------
§ 4
The Company was established for an unlimited time. -------------------------------------------------
II. SUBJECT OF ACTIVITIES OF THE COMPANY---------------------------------------
| 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). ---------------------------------------------------------------- |
| 2. |
The Company performs functions associated with assurance of energy security of the Republic of Poland. ----------------------------------------------------------------------------------- |
| 3. |
If a licence or a permit is required for a given type of activity, the Company shall commence operations in this area only after obtaining the relevant licence or permit.-------------------- |
| 4. |
The Company is not obliged to conduct business in all areas listed in section 1 above. --- |
|
|
III. EQUITIES -----------------------------------------------------------------------------------------
-
- The share capital of the Company, in the amount specified in the By-Laws of the Company adopted upon incorporation (PLN 500,000) has been paid in full with cash contributions, made prior to the registration of the Company. ----------------------------------------------------
-
- The Company was founded by: ----------------------------------------------------------------------
-
1) The State Treasury, which took up 255,000 (say: two hundred fifty five thousand) registered shares with the total nominal value of PLN 255,000 (say zlotys: two hundred fifty five thousand), i.e. series A shares nos. A000000001 to A 000255000,------------------------------
- 2) Koncern Energetyczny ENERGA SA, which took up 160,000 (say: one hundred sixty thousand) registered shares with the total nominal value of PLN 160,000 (say zlotys: one hundred sixty thousand) i.e. series A shares nos. A 000255001 to A 000415000,-----------
- 3) Zespół Elektrowni Ostrołęka S.A., which took up 85,000 (say: eighty five thousand) registered shares with the total nominal value of PLN 85,000 (say zlotys: eighty five thousand) i.e. series A shares nos. A 000415001 to A 000500000. -----------------------------
§ 7
-
- The share capital of the Company is PLN 4,521,612,884.88 (say: four billion five hundred twenty one million six hundred twelve thousand eight hundred eighty four zlotys and eighty eight groszy) and is divided to 414,067,114 (say: four hundred fourteen million sixty seven thousand one hundred and fourteen) shares with the nominal value of PLN 10.92 (say: ten zlotys ninety two groszy) each, namely:-------------------------------------------------------------
- 1) registered shares of series AA in the amount of 269,139,114 (two hundred sixty nine million one hundred thirty nine thousand one hundred and fourteen) nos. AA 00000001 to AA 269139114, which are ordinary shares and ---------------------------------------------
- 2) registered shares of series BB in the amount of 144,928,000 (one hundred forty four million nine hundred twenty eight thousand) nos. BB 00000001 to BB 144928000, which are preference shares in terms of voting at the General Meeting, where one preference share gives the right to 2 (say: two) votes at the General Meeting.------------
-
- The share capital of the Company may be increased by issuing new shares or by increasing the nominal value of existing shares. ----------------------------------------------------------------
-
- Shares may be registered or bearer shares. ----------------------------------------------------------
-
- Registered shares to be dematerialised in accordance with provisions of the Act of 29 July 2005 on Trading in Financial Instruments, shall become bearer shares at the time of dematerialisation, subject to subparagraph 3 below. ----------------------------------------------
-
- Registered shares that shall undergo mandatory dematerialisation, in accordance with provisions of the Act of 30 August 2019 Amending the Act on the Code of Commercial Companies and Certain Other Acts, and which are not traded on a regulated market, shall remain registered shares with any preference rights arising from these Articles of Association. ---------------------------------------------------------------------------------------------
-
- Conversion of bearer shares to registered shares is not allowed.---------------------------------
-
- Shares may be placed in the deposit of the Company or the deposit maintained by another entity on behalf of the Company.---------------------------------------------------------------------
§ 9
-
- Shares may be redeemed only by way of a decrease in the share capital on the conditions set out by the General Meeting, unless pursuant to the provisions of the Code of Commercial Companies and the Company's Articles of Association, shares may be redeemed without the need for the General Meeting to adopt a resolution.---------------------
-
- The shares may be redeemed upon the consent of a shareholder through their acquisition by the Company (voluntary redemption).---------------------------------------------------------------
-
- The resolution of the General Meeting authorising the Management Board to take actions to purchase the shares to be redeemed shall lay down the conditions for the purchase of shares by the Company.--------------------------------------------------------------------------------
-
- Redemption of shares shall require a resolution of the General Meeting, subject to art. 363 § 5 of the Code of Commercial Companies.---------------------------------------------------------
-
- The resolution on share redemption should determine in particular the legal basis for the redemption, the amount of consideration payable to the shareholder of the redeemed shares, or a statement of reasons for share redemption without a consideration, as well as the method of reducing the share capital. ----------------------------------------------------------------
IV. BODIES OF THE COMPANY ----------------------------------------------------------------
|
§ 10 |
|
|
| The governing bodies of the Company are: ------------------------------------------------------------- |
|
|
|
| 1) |
Management Board, ------------------------------------------------------------------------------------ |
|
|
| 2) |
Supervisory Board, ------------------------------------------------------------------------------------- |
|
|
| 3) |
General Meeting. --------------------------------------------------------------------------------------- |
|
|
| A. |
MANAGEMENT BOARD OF THE COMPANY ----------------------------------------- |
|
|
|
§ 11 |
|
|
-
- The Management Board manages the affairs of the Company and represents the Company outside.---------------------------------------------------------------------------------------------------
-
- The work of the Management Board is headed by the President of the Management Board. The powers of the President in this field shall be determined by the By-laws of the Management Board.------------------------------------------------------------------------------------
-
- Management Board resolutions are passed by an absolute majority of votes. Resolutions of the Management Board are valid provided that all members of the Management Board
have been properly notified of the planned meeting and at least half of the members of the Management Board are present at the meeting. ----------------------------------------------------
-
- In the event of a tie vote, the vote of the President of the Management Board is decisive. -
-
- The operating scope of the Management Board includes all matters not reserved by the Act or these Articles of Association to the competencies of the General Meeting or the Supervisory Board. -------------------------------------------------------------------------------------
-
- The Management Board may adopt resolutions in a circular procedure or by means of direct communication at a distance. The detailed procedure for adopting resolutions in this way is specified in the Management Board's By-laws. -----------------------------------------------
-
- The operating procedure of the Management Board and matters requiring a resolution of the Management Board, as exceeding the scope of ordinary activities of the Company, are specified in detail in the Management Board's By-laws, drawn up by the Management Board and approved by the Supervisory Board. Each amendment to the Management Board's By-laws shall take effect upon its approval by the Supervisory Board. --------------
-
- The Management Board of the Company shall consist of 1 to 5 persons, including the President and optionally one or several Vice Presidents. -----------------------------------------
-
- The term of office of members of the Management Board shall be a joint term and shall end on the day of the General Meeting approving the financial statements for the second full financial year of its term of office. Such a joint term of office shall commence on 31 May 2019. Notwithstanding other circumstances provided for in the Code of Commercial Companies, the mandate of a member of the Management Board shall expire upon the end of the term of office. -----------------------------------------------------------------------------------
-
- A member of the Management Board may be a person who always meets the requirements set out in the Act on State Property Management of 16 December 2016, in particular: -----
- 1) has a university degree or a university degree received abroad and recognised in the Republic of Poland on the basis of the relevant provisions of law, -------------------------
- 2) has a period of service on the basis of a contract of employment, appointment, choice, or designation, cooperative contract of employment, or of provision of services on the basis of another contract or under self-employment arrangements, of at least five years,
- 3) has at least three years' experience in a managerial or independent capacity or selfemployment experience, --------------------------------------------------------------------------
- 4) meets requirements other than those specified in points 1–3 above as set forth in the relevant provisions of law, and in the first instance does not violate the restrictions or prohibitions on holding the position of a member of the management body in companies.
-
- A Member of the Management Board may not be a person who satisfies, as a minimum, one of the following criteria: --------------------------------------------------------------------------
- 1) he or she is a volunteer assistant or employee in the offices of Members of Parliament, Senators, Members of Parliament and Senators, or Members of the European Parliament, under a contract of employment, or works under a fee-for-task or similar contract, ---------------------------------------------------------------------------------------------
- 2) he or she is a member of an organ of a political party which represents the political party and is authorised to incur liabilities,------------------------------------------------------------
- 3) he or she is employed by a political party under a contract of employment or works under a fee-for-task or similar contract,---------------------------------------------------------
- 4) he or she is an elected member of a trade union organisation or a trade union organisation of another Group company,------------------------------------------------------------
- 5) his or her social or gainful activities give rise to a conflict interests in relation to the Company's business.-------------------------------------------------------------------------------
-
- A person who meets the requirements referred to in sections 3 and 4 above may be a candidate for a member of the Management Board.------------------------------------------------
-
- Management Board members are appointed and dismissed by the Supervisory Board.----
-
- The Supervisory Board shall appoint a member of the Management Board following a qualification procedure whose purpose is to verify and assess the qualifications of the candidates and select the best candidate for the position of a member of the Management Board.----------------------------------------------------------------------------------------------------
-
- The Supervisory Board shall conduct qualification proceedings in the event of circumstances which justify the appointment of a member of the Management Board.------
-
- The Supervisory Board, when initiating the qualification procedure for the position of a member of the Management Board, shall determine, by way of a resolution, the detailed rules and mode of such a procedure, in particular the position that is the subject of the procedure, the date and place of acceptance of applications, the date and place of the interview, the scope of issues being the subject of the interview, requirements and manner of evaluation of the candidate.------------- -----------------------------------------------------------
-
- The principles and amount of remuneration for members of the Management Board shall be determined taking into account the provisions of the Act of 9 June 2016 on the Rules of Structuring Remunerations of Persons Managing Certain Companies.--------------------------
-
- One of the Management Board members shall be appointed by the Supervisory Board to the position of President of the Management Board and one or several others to the position of Vice-President of the Management Board.------------------------------------------------
-
- A member of the Management Board may resign from membership in the Management Board of the Company. Subject to section 8 below, resignation shall be effective for the Company if it is submitted in writing, to at least one member of the Management Board or a proxy. A member of the Management Board should notify at least one member of the Supervisory Board of the resignation. ---------------------------------------------------------------
-
- If, as a result of resignation of a Member of the Management Board, no mandate in the Management Board is taken, Art. 369 § 51 and § 52 of the Code of Commercial Companies shall apply. ----------------------------------------------------------------------------------------------
-
- In the event of suspension or dismissal of the President of the Management Board or expiration of the mandate of the President of the Management Board before the expiry of the term of office, until a new President is appointed or the suspension of the existing President is cancelled, all powers of the President other than the right to the casting vote, as referred to in § 11 section 4 above, shall be exercised by a person appointed by the Supervisory Board to act as President of the Management Board.-------------------------------
§ 14
In contracts between the Company and members of the Management Board, the Company is represented by the Supervisory Board. Statements of will on behalf of the Supervisory Board are made by two of its members authorised by an appropriate resolution of the Supervisory Board.---------------------------------------------------------------------------------------------------------
§ 15
-
- Two members of the Management Board acting jointly or one member of the Management Board acting jointly with a proxy are authorised to make statements of will on behalf of the Company in the case of a multi-person Management Board.-------------------------------------
-
- In the case of a single-person Management Board, only a member of the Management Board is authorised to make statements of will on behalf of the Company.---------------------
-
- Proxy may include authorisation only to perform actions jointly with a member of the Management Board.------------------------------------------------------------------------------------
-
B. SUPERVISORY BOARD -----------------------------------------------------------------------
-
- In addition to the matters laid down in separate provisions of law and the provisions of these Articles of Association, the specific powers of the Supervisory Board include:-------
- 1) assessing the Management Board's reports on the Company's and capital group's operations as well as the financial statements for the previous financial year and the consolidated financial statements of the capital group in terms of their consistency with the records, relevant documents and the actual state of affairs, and assessing the Management Board's motion on allocation of profit or coverage of loss,-------------
-
2) submitting to the General Meeting a written report on the outcome of the activities referred to in point 1 above,---------------------------------------------------------------------
- 3) preparing reports in connection with the exercise of supervision over the performance of investments by the Management Board and supervision over correctness and effectiveness of investment outlays made,----------------------------------------------------
- 4) preparing, at least once per year, together with a report on the results of the assessment of the annual financial statements and the consolidated financial statements of the capital group, an opinion of the Supervisory Board on the economic viability of the Company's capital exposure to other commercial companies effected in the relevant financial year,---------- ---------------------------------------------------------------
- 5) preparing and presenting, once per year, to the Ordinary General Meeting a brief assessment of the Company's standing, including an evaluation of the internal control system and the system for managing risks of significant importance to the Company,-
- 6) reviewing and presenting opinions on issues forming the subject matter of the resolutions to be passed by the General Meeting,--------------------------------------------
- 7) selection of the audit firm to examine the financial statements, the consolidated financial statements of the capital group, and attestation of the capital group's sustainability reporting,-------------------------------------------------------------------------------
- 8) specifying the scope and deadlines for submission of annual/long-term material and financial plans, other long-term plans and strategies for the Company and its capital group by the Management Board, --------------------------------------------------------------
- 9) approving strategies for the Company and its capital group, -------------------------------
- 10) approving annual/long-term material and financial plans and investment plans for the Company and its capital group, ----------------------------------------------------------------
- 11) adopting the bylaws defining in detail the mode of operation of the Supervisory Board,
- 12) approving the Management Board's Bylaws, ------------------------------------------------
- 13) approving the Organisational Bylaws for the Company's enterprise, ---------------------
- 14) approving the principles of the Company's sponsoring activity and assessing its effectiveness,--------------------------------------------------------------------------------------
- 15) adoption of the consolidated text of the Company's Articles of Association,------------
-
16) granting the Management Board a consent for:----------------------------------------------
- a) purchasing fixed assets within the meaning of the Accounting Act of 29 September 1994 of the value exceeding:-------------------------------------------------
- PLN 20,000,000------------------------------------------------------------------------
-
5% of the total assets within the meaning of the Accounting Act of 29 September 1994, as determined on the basis of the most recent approved financial statements,-------------------------------------------------------------------------
- b) disposal of fixed assets within the meaning of the Polish Accounting Act of 29 September 1994, classified as intangible assets, tangible assets or long-term investment, including as a contribution made to a company or co-operative if the market value of those assets exceeds PLN 20,000,000 or 5% of the total assets within the meaning of the Accounting Act, as determined on the basis of the most recently approved financial statements, as well as transfer of these assets for use to another entity for a period longer than 180 days in the calendar year, on the basis of a legal transaction, if the market value of the object of the legal transaction exceeds PLN 500,000 or 5% of the total assets, and transfer for use in the case of:
- i. rental or lease contracts and other contracts on transfer of an asset for paid use to other entities – the market value of an object of a legal transaction is understood as the value of performances made:-----------------------------------
- over a period of one year if the asset was transferred for use on the basis of a contract concluded for an unspecified time,-----------------------------
- throughout the term of the contract in the case of contracts concluded for a specified time,-------------------------------------------------------------------
- ii. contracts of lending for use and other contracts on transfer of an asset for gratuitous use to other entities – the market value of the object of the legal transaction shall be understood as the equivalent of the value of the performances that would have been due had a contract of rental or lease been signed:-----------------------------------------------------------------------------------
- for a period of one year if the asset was transferred for use on the basis of a contract concluded for an unspecified time,-----------------------------
- throughout the term of the contract in the case of contracts concluded for a specified time,-------------------------------------------------------------------
- c) conclusion by the Company of an agreement with an affiliated entity, the value of which exceeds 10% of the Company's equity, except for typical agreements concluded on market terms within the framework of the Company's operating activity with a subsidiary in which the Company holds a majority capital share,--
- d) contracting contingent liabilities the value of which exceeds PLN 10,000,000, including the granting by the Company of financial guarantees and sureties, except for contingent liabilities pertaining to subsidiaries,------------------------------
-
e) issue of bills of exchange with a value exceeding PLN 10,000,000,-----------------
-
f) conclusion of a donation contract or another contract with a similar effect, the value of which exceeds the equivalent of PLN 20,000 or 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, as determined on the basis of the most recently approved financial statements,---------------------
- g) disbursement of interim dividends,--------------------------------------------------------
- h) subscription to or acquisition of shares, within the meaning of the Act on State Property Management of 16 December 2016, of another company,-----------------
- i) disposal of shares, within the meaning of the Act on State Property Management of 16 December 2016, of another company,---------------------------------------------
- j) investment projects relating to or associated with a generation unit and a cogeneration unit or a distribution network within the meaning of the Energy Law if the value of the project exceeds EUR 50,000,000 for a generation unit or a cogeneration unit and exceeds EUR 5,000,000 for a distribution network –-----------
- (i) implementation of the project by the Company, or---------------------------------
- (ii) the Company granting a collateral for the implementation or financing of the project, or-------------------------------------------------------------------------------------
- (iii) its co-financing,------------------------------------------------------------------------------
- k) conclusion of a contract for legal services, marketing services, public relations and social communication services, as well as management consulting services, if the amount of remuneration provided for services rendered jointly in this contract or other contracts concluded with the same entity exceeds PLN 500,000 net, on an annual basis,--------------------------------------------------------------------------
- l) amendment to a contract for legal services, marketing services, public relations and social communication services and management-related consulting services raising the remuneration beyond the amount referred to in letter k,------------------
- m) signing a contract for legal services, marketing services, public relations and social communication services and management-related consulting services where no maximum amount of the remuneration is specified,------------------------
- n) release from debt or another contract with a similar effect, the value of which exceeds the equivalent of PLN 50,000 or 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, as determined on the basis of the most recently approved financial statements.------------------------------------
- 17) determining the individual conditions for the provision of services by members of the Management Board, as part of the resolution of the General Meeting as referred to in § 27 section 1 clause 8) below,------------------------------------------------------------------
-
18) determining the Rules of the Bonus System for members of the Management Board,-
-
19) suspending, for major reasons, individual or all members of the Management Board, as well as delegating members of the Supervisory Board, for a period not exceeding three months, to perform temporarily the duties of Management Board members who are at the time unable to perform their duties and setting their remuneration, provided that the total remuneration received by the delegated person for his or her performance of the function of a Supervisory Board member and his or her temporary performance of the duties of a Management Board member does not exceed the salary set in respect of the Management Board member being filled in for by the delegated member of the Supervisory Board,----------------------------------------------------
- 20) granting consent for the establishment of the Company's branches abroad,-------------
- 21) authorising Management Board members to assume positions in corporate bodies of other companies and collecting resulting remuneration,------------------------------------
- 22) defining the mode for exercising the voting right by the Company at the general meetings or shareholders' meetings of companies involved in generation, transmission or distribution of electricity in the following matters:--------------------------
- a) incurring of contingent liabilities by such companies, --------------------------------------
- b) signing of credit facility and loan agreements,------------------------------------------------
- c) the establishment of collateral by such companies, including the establishment of security interests on their assets,----------------------------------------------------------------
- d) concluding other agreements or determining the manner of exercising the voting rights by these companies at the general meeting or shareholders' meeting of the company in which these companies hold shares or stocks, ------------------------------
relating to or associated with generation units, co-generation units or a distribution network within the meaning of the Energy Law if the value of liabilities of such a company under the agreement or the value of the matter which is the subject of the resolution exceeds EUR 50,000,000 for a generation unit or a co-generation unit and exceeds EUR 5,000,000 for a distribution network.-----------------------------------------------
-
23) specifying the Company's voting instructions for the general meetings of companies in which the Company holds shares with a total par value in excess of PLN 20,000,000 and which at the same time represent more than 50% of the share capital of such companies or the Company's subsidiaries within the meaning of the provisions of the Code of Commercial Companies, in the following matters:-------------------------------
- a) contracting of a liability, the establishment of a limited right in rem or the disposal of a right, including in particular the purchase or sale of a real property, a right of perpetual usufruct or an interest in a real property or in a right of perpetual usufruct with a value in excess of PLN 10,000,000,---------------------------------------
- b) granting by the company of financial guarantees and sureties the value of which exceeds PLN 10,000,000,------------------------------------------------------------------
-
c) the amendment of the company's articles of association or articles of partnership,-
- d) the increase or lowering of the share capital,--------------------------------------------
- e) the merger, split-up or transformation of the company,--------------------------------
- f) the establishment by such company of another company or the subscription for, purchase or sale by such company of shares or interests in another company,---
- g) the sale or lease of the Company's enterprise or an organised part thereof or the establishment of a limited right in rem thereon if their value is in excess of PLN 40,000,000,-----------------------------------------------------------------------------------
- h) the issuance of bonds,-----------------------------------------------------------------------
- i) the dissolution and liquidation of the company,-----------------------------------------
- 24) granting the consent to conclude a material transaction with an entity related to the Company within the meaning of the Act of 29 July 2005 on Public Offering and on the Terms of Introducing Financial Instruments into Organised Trading and on Public Companies,----------------------------------------------------------------------------------------
- 25) developing a procedure for periodic assessment whether material transactions with a related party of the Company are concluded on an arm's length basis as part of the ordinary business of the Company or a subsidiary of the Company.----------------------
-
- The Company's Management Board shall:---------------------------------------------------------
- 1) provide the Supervisory Board with quarterly information about investment projects pursued by the companies in which the Company holds shares with a total nominal value in excess of PLN 20,000,000 and which at the same time represent more than 50% of the share capital of such companies or where the Company is the parent entity within the meaning of provisions of the Commercial Companies Code if such projects involve generation units, co-generation units or distribution networks within the meaning of the Energy Law and the value of the project exceeds EUR 50,000,000 for a generation unit or a co-generation unit and exceeds EUR 5,000,000 for a distribution network - regardless of how advanced the progress of the project is,-
- 2) provide the Supervisory Board with information on the course of and decisions taken at the general meeting or shareholders' meeting of the company referred to in para. 1 point 22 and 23 - with regard to the matters referred to in para. 1 point 22 and point 1 of this subparagraph above,------------------------------------------------------------------------
- 3) provide the Supervisory Board, within two months of the adjournment of the general meeting of companies in which the Company holds shares approving the financial statements and the activity reports or the consolidated financial statements of capital groups and the activity reports of capital groups, with annual information on the execution of investment projects pertaining or related to a generation unit or a
cogeneration unit with a value in excess of EUR 50,000,000 or a distribution grid with a value in excess of EUR 5,000,000,---------------------------------------------------------------
- 4) submit to the Supervisory Board, together with the Management Board's report on the Company's activities for the previous financial year, reports on:---------------------------
- a) representation expenses, expenditure on legal services, marketing services, public relations and communication services and management consulting services,---------------------------
- b) the application of good practices referred to in Art. 7 (3) (2) of the Act on State Property Management of 16 December 2016, if they apply to the Company-------
- 5) at least once a year prepare a report on supervision over the implementation of investment projects and submit it to the Supervisory Board for approval,----------------
-
6) in companies where the Company is a dominant entrepreneur within the meaning of Article 4(3) of the Act of 16 February 2007 on Competition and Consumer Protection, in conjunction with Article 17(7), Article 18(2), Article 20 and Article 23, taking into account Articles 18a and 23a of the Act on State Property Management, introduce the rules enumerated in the Act on State Property Management.-------------------------------
-
- The Supervisory Board consists of 5 to 9 members.-------------------------------------------------
-
- Members of the Supervisory Board shall be appointed and dismissed by the General Meeting, subject to section 3 below. The number of members of the Supervisory Board shall be set by the General Meeting.---------------------------------------------------------------------
-
- 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.--------------------
-
- The term of office of members of the Supervisory Board shall be a joint term and shall end on the day on which the General Meeting approves the financial statements for the second full financial year of its term of office. The beginning of the joint term of office so defined shall be the day following the day on which the General Meeting of the Company approves the financial statements for 2019. Notwithstanding other circumstances provided for in the Code of Commercial Companies, the mandate of a member of the Supervisory Board shall expire upon the end of the term of office.-------------------------
-
- 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.- ----------------------------------------------------------------------------------------------
-
- Members of the Supervisory Board referred to in section 5 above should each time meet the requirements set out in the Act on State Property Management of 16 December 2016, in particular:-----------------------------------------------------------------------------------------------------
- 1) have a university degree or a university degree received abroad and recognised in the Republic of Poland on the basis of the relevant provisions of law, and have a service period on the basis of a contract of employment, appointment, choice, or designation, cooperative contract of employment, or a period of provision of services on the basis of another contract or under self-employment arrangements, of at least five years, and meet at least one of the following requirements:----------------------------
- a) hold the degree of DEcon, LL.D. or DSc in technical sciences,------------------------
- b) have the professional title of legal adviser, advocate, registered auditor, tax adviser, investment adviser, or restructuring adviser,------------------------------------
- c) have the title of Master of Business Administration (MBA),----------------------------
- d) hold the Chartered Financial Analyst (CFA) credential,---------------------------------
- e) hold a Certified International Investment Analyst (CIIA) certificate,------------------
- f) hold an Association of Chartered Certified Accountants (ACCA) certificate,------
- g) hold the Certified in Financial Forensics (CFF) credential,---------------------------
- h) have a confirmation that he or she has passed the examination before a committee appointed by the Minister of Ownership Transformations, the Minister of Industry and Trade, the Minister of the Treasury or a Selection Committee appointed pursuant to Article 15(2) of the Act of 30 April 1993 on National Investment Funds and their Privatisation,- --------------------------------------------------
-
i) have a confirmation that he or she has passed the examination before a committee appointed by the Minister of the Treasury pursuant to Article 12(2) of the Act of 30 April 1996 on Commercialisation and Privatisation,---------------------
- j) have a confirmation of successfully passed examination for candidates for members of supervisory organs before an examination committee appointed by the Prime Minister;- -------------------------------------------------------------------------------
- k) pass the examination for candidates for members of supervisory bodies before an examination committee appointed by the minister competent for state assets;-
- l) have knowledge or professional experience in the field of business management, supervision over the activities of management bodies of entrepreneurs, business consultancy or the specific nature of operations of the market of companies recognised in accordance with the secondary legislation issued pursuant to Art. 31 (2) of the Act on State Property Management of 16 December 2016 as the companies of significant importance to the state economy;---------------------------
- 2) not be in an employment relationship with the Company or provide work or services thereto under any other legal relationship;--------------------------------------------------------
- 3) not hold shares, within the meaning of the Act on State Property Management of 16 December 2016, in a subsidiary, except for shares admitted to trading on a regulated market within the meaning assigned by the Act on Trading in Financial Instruments of 29 July 2005;---------------------------------------------------------------------------------------------
- 4) not be in an employment relationship with the company referred to in point 3) above or provide work or services thereto under any other legal relationship;-------------------
- 5) not to perform any activities that would be in conflict with his or her duties as a member of the Supervisory Board or which could give rise to any suspicion of partiality or interest or a conflict of interests in relation to the Company's business;-------------------
- 6) meet requirements for a member of the Supervisory Board other than those specified in points 1 to 5 above, as specified in the relevant provisions of law,----------------------
-
- The limitations referred to in paragraph 6 section 4 above shall not apply to the membership in the supervisory bodies.------------------------------------------------------------------
-
- 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:---------------------------------------------------------
- 1) he or she is a volunteer assistant or employee in the offices of Members of Parliament, Senators, Members of Parliament and Senators, or Members of the European Parliament, under a contract of employment, or works under a fee-for-task or similar contract;----------------------------------------------------------------------------------------------------
- 2) he or she is a member of an organ of a political party which represents the political party and is authorised to incur liabilities;----------------------------------------------------------
-
3) he or she is employed by a political party under a contract of employment or works under a fee-for-task or similar contract;------------------------------------------------------------
-
- 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.- -----------------------------------------------------------------------------------------------------------
-
In the period in which the Company is a public company with at least one share admitted to trading in the regulated market, the majority of members of the Audit Committee appointed by the Supervisory Board out of members of the Supervisory Board and established by the General Meeting should meet the independence criteria provided for an independent member of the Supervisory Board, as defined in § 24 section 2 clause 3 below.------------------------
-
A member of the Supervisory Board may resign from their function in the Company. A resignation shall be effective if it is made in writing to the Company, to the hands of at least one member of the Management Board or a proxy. A copy of the resignation must be forwarded to the Chairman of the Supervisory Board for reference.--------------------------
§ 18
-
- 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. -------------------------------------------------
-
- The Supervisory Board shall appoint and dismiss the Vice-Chairman and the Secretary of the Supervisory Board. Appointment of the Vice-Chairman and Secretary of the Supervisory Board should take place at the first meeting of the Supervisory Board of the new term of office.------------------------------------------------------------------------------------
-
- Meetings of the Supervisory Board shall be conducted by the Chairman, or in his absence, the Vice-Chairman.-------------------------------------------------------------------------------------
-
- Statements addressed to the Supervisory Board shall be submitted to the Chairman of the Supervisory Board, and when it is impossible or very difficult, to the Vice-Chairman or the Secretary. ------------------------------------------------------------------------------------------------
-
- The Supervisory Board maintains regular supervision over activities of the Company in all fields of its operations.---------------------------------------------------------------------------------
-
- The Supervisory Board shall meet at least once every 2 months.--------------------------------
-
- Meetings of the Supervisory Board shall be convened by the Chairman of the Supervisory Board or another authorised member of the Supervisory Board, presenting a detailed agenda.---------------------------------------------------------------------------------------------------
-
- A meeting of the Supervisory Board should be convened at the request of any member of the Supervisory Board or at the request of the Management Board.-----------------------------
-
- A meeting of the Supervisory Board may be also attended by using means of direct remote communications.----------------------------------------------------------------------------------------
§ 20
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- In order to convene a meeting of the Supervisory Board, it is required to invite all members of the Supervisory Board at least 7 days before the meeting. For important reasons, the Chairman of the Supervisory Board may shorten this period to two days, while ensuring that members of the Supervisory Board are timely informed of the accelerated date of the meeting with the appropriate means of communication.------------------------------------------
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- In the invitation to the meeting of the Supervisory Board, the Chairman shall specify the date, venue and agenda of the meeting.--------------------------------------------------------------
§ 21
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- The Supervisory Board may adopt resolutions if at least one half of its members are present and if all the Supervisory Board members have been invited to the meeting.------------------
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- Resolutions of the Supervisory Board are passed by the absolute majority of votes. In the event of a tie vote, the vote cast by the Chairperson of the Supervisory Board shall prevail.-
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- The Supervisory Board adopts resolutions in an open ballot.-------------------------------------
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- The Supervisory Board may adopt resolutions by following a written procedure or via remote means of direct communication, including in particular:---------------------------------
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via e-mail, video-conference or teleconference. A resolution is valid if all members of the Supervisory Board have been notified of the wording of the draft resolution.-----------------
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Resolutions adopted pursuant to the procedure set forth in section 4 above shall be presented at the next Supervisory Board meeting together with the outcome of the vote.--
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- The Members of the Supervisory Board shall carry out their duties in person.----------------
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- Participation in meetings is the duty of a Member of the Supervisory Board. Excusing the absence of a Member of the Supervisory Board shall require a resolution of the Supervisory Board.----------------------------------------------------------------------------------------------------
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- Members of the Supervisory Board shall be entitled to a monthly remuneration in the amount determined by the General Meeting.--------------------------------------------------------
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- The Company covers the expenses incurred in connection with the performance of functions by the members of the Supervisory Board, in particular the cost of travel to attend Supervisory Board meetings, costs of accommodation and meals.------------------------------
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- A member of the Supervisory Board shall disclose their relation to any shareholder holding shares representing at least 5% of votes at the general meeting to the Management Board of the Company. The above obligation shall apply to business, family and other relationships capable of affecting the standpoint of such member of Supervisory Board on any matter settled by the Supervisory Board.------------------------------------------------------------
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- The Company, pursuant to a resolution adopted by the General Meeting, may insure Members of the Supervisory Board from civil liability.-------------------------------------------
§ 23
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- During the period when the Company's shares are traded on a regulated market of Giełda Papierów Wartościowych w Warszawie S.A. [the Warsaw Stock Exchange], the Supervisory Board shall elect an Audit Committee from among its members.-----------------
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- Subject to § 24 section 2 below, the Supervisory Board may appoint standing or ad hoc committees. ---------------------------------------------------------------------------------------------
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- A member of the Supervisory Board may not perform activities that would remain in conflict with their duties or could result in a suspicion of bias or self-interest.----------------
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- In the period in which the Company is a public company with at least one share admitted to trading in the regulated market:-----------------------------------------------------------------------
- 1) at least three-member Audit Committee appointed by the Supervisory Board out of its members shall operate in the Company;---------------------------------------------------------
- 2) at least one member of the Audit Committee should have knowledge and skills in the field of accounting or auditing of financial statements ("Criterion of Knowledge of Reporting");----------------------------------------------------------------------------------------
- 3) the majority of members of the Audit Committee, including its chairman, must meet the requirement of independence ("Criterion of Independence") provided for by the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight ("Act on Auditors");-----------------------------------------------------------------------------------------
- 4) members of the Audit Committee should have skills and knowledge in the industry in which the Company operates; this condition is considered to be fulfilled if at least one member of the Audit Committee has skills and knowledge of the industry or if individual members, to specific extent, have skills and knowledge of the industry ("Criterion of Industry Knowledge").-----------------------------------------------------------------------------
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- A candidate for a member of the Supervisory Board intending to perform a function within the Audit Committee shall submit to the Company, before their appointment to the
Supervisory Board, a written declaration of fulfilment of: The Criterion of Knowledge of Reporting, Criterion of Independence or Criterion of Industry Knowledge. In the event of circumstances resulting in failure to meet any of the declared criteria, in particular the Criterion of Independence, the member of the Supervisory Board shall immediately notify the Company of that fact. The Company shall publicly publish information on the current number of independent members of the Supervisory Board.-------------------------------------
- Subject to § 17 section 3 above, if the Company fails to meet any of the requirements regarding members of the Audit Committee referred to in the Act on Auditors, the Management Board of the Company shall immediately convene the General Meeting and put in its agenda an item concerning replenishment or changes to the composition of the Supervisory Board. Until changes in the composition of the Supervisory Board are made to adjust the number of members of the Audit Committee to the requirements of the Act on Auditors, the Supervisory Board and its members shall act in the existing composition and retain the ability to hold meetings and pass resolutions, as well as perform any other legal and factual activities.-----------------------------------------------------------------------------------
C. GENERAL MEETING--------------------------------------------------------------------------
§ 25
require a four-fifths majority of votes cast.----------------------------------------------------------
- A resolution concerning a significant change to the Company's line of business can be passed without the redemption of shares from the shareholders who oppose the change.-
V. ECONOMY OF THE COMPANY------------------------------------------------------------
§ 29
The calendar year shall be the financial year of the Company.---------------------------------------
§ 30
The Company's accounts shall be kept in accordance with the International Accounting Standards and applicable law.-----------------------------------------------------------------------------
§ 31
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- The Company shall set up the following equities and funds:-------------------------------------
- 1) share capital,----------------------------------------------------------------------------------------
- 2) supplementary capital,-----------------------------------------------------------------------------
- 3) revaluation reserve capital,------------------------------------------------------------------------
- 4) reserve capital,--------------------------------------------------------------------------------------
- 5) other funds created by means of a resolution of the General Meeting.----------------------
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- The Company may set up and dissolve other equities, by means of a resolution of the General Meeting, to cover specific losses or expenses, at the beginning and during the financial year.------------------------------------------------------------------------------------------
§ 32
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The General Meeting may allocate profits to pay dividends, equities and funds of the Company and for other purposes, under the principles defined by the General Meeting.---
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The Management Board of the Company shall be authorised to pass a resolution on making an advance payment to the shareholders against the dividend expected to be paid out at the end of the financial year provided that the Company has sufficient funds to make such a payment. The advance payment shall require the consent of the Supervisory Board.-----------------------------------
§ 33
The Company may issue bonds including convertible bonds and bonds with right of priority.--
VI. PRINCIPLES OF SALE OF FIXED ASSETS----------------------------------------------
VII. MISCELLANEOUS -----------------------------------------------------------------------------
§ 35
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Whenever these By-Laws refer to the amount expressed in zlotys, this shall mean the net amount.--------------------------------------------------------------------------------------------------
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If the Company is to perform an operation expressed in a currency other than zloty, then in order to determine whether performance of such an operation requires corporate approvals, the equivalent of such an amount in zlotys shall be used at the average exchange rate of that currency to the Polish currency as announced by the National Bank of Poland on the day preceding the date of request for the consent to perform such an operation or on the day on which the Management Board determines that the operation does not require corporate approvals given its value.---------------------------------------------------------------------------
§ 2
The Resolution shall enter into force upon its adoption, with effect from the date of entry in the register of entrepreneurs of the National Court Register of amendments to the Company's Articles of Association adopted by the Resolution of the Ordinary General Meeting of 13 June 2025 on the amendment of § 5 sec. 1, § 17 sec. 3, sec. 5, sec. 8 and sec. 9 and § 18 sec. 1 of the Company's Articles of Association.
Resolution No. 31 was adopted in an explicit ballot by 522,142,116 votes FOR, with 1,190,770 votes AGAINST and 13,800 votes ABSTAINED, for the total number of 523,346,686 valid votes cast from 378,418,686 shares constituting 91,39% in the Company's share capital.