AGM Information • Jun 15, 2023
AGM Information
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on: the election of the Chairperson of the Ordinary General Meeting
Acting pursuant to Article 409 § 1 of the Code of Commercial Companies and § 5 Section 3 of the Regulations of the General Meeting of ENERGA Spółka Akcyjna with the registered office in Gdańsk, it is hereby decided as follows:
§ 1
The Ordinary General Meeting elects Mr Radosław Kwaśnicki as the Chairman of the Ordinary General Meeting of the Company.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 1 was adopted in a secret ballot by 521,931,143 votes FOR, with 100,228 votes AGAINST and 2,481,297 votes ABSTAINED, for the total number of 524,512,668 valid votes cast from 379,584,668 shares constituting 91.67% in the Company's share capital.
on: the adoption of the agenda of the Ordinary General Meeting of ENERGA S.A.
Acting pursuant to Article 409 § 2 of the Code of Commercial Companies and § 6.1 of the Rules of the General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk, it is hereby decided as follows:
The General Meeting of the Company resolves to adopt the following agenda of the Ordinary General Meeting of ENERGA S.A.:
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 2 was adopted in a secret ballot by 522,401,690 votes FOR, with 8,008 votes AGAINST and 2,102,970 votes ABSTAINED, for the total number of 524,512,668 valid votes cast from 379,584,668 shares constituting 91.67% in the Company's share capital.
on: approval of the ENERGA SA's Management Board Report on the activities of the ENERGA Capital Group and ENERGA S.A. in 2022
Acting pursuant to Article 393 (1), Article 395 § 2 (1) and § 5 of the Code of Commercial Companies in connection with Article 55 (2a) of the Accounting Act of 29 September 1994, having read the review by the Supervisory Board of the Company, the Ordinary General Meeting has resolved as follows:
§ 1
To approve the ENERGA SA's Management Board Report on the activities of the ENERGA Capital Group and ENERGA S.A. in 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 3 was adopted in a secret ballot by 521,872,447 votes FOR, with 2,627,040 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,499,487 valid votes cast from 379,571,487 shares constituting 91.67% in the Company's share capital.
on: approval of the standalone financial statements of ENERGA S.A. for the year ended on 31 December 2022
Acting pursuant to Article 393 (1), Article 395 § 2 (1) of the Code of Commercial Companies and Article 53 (1) of the Accounting Act of 29 September 1994, having read the review by the Supervisory Board of the Company, the Ordinary General Meeting of has resolved as follows:
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 year ended on 31 December 2022, consisting of:
The Resolution comes into effect upon its adoption.
Resolution No. 4 was adopted in a secret ballot by 521,881,010 votes FOR, with 2,618,477 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,499,487 valid votes cast from 379,571,487 shares constituting 91.67% in the Company's share capital.
on: distribution of the net profit for the financial year of 2022
Acting pursuant to Article 395 § 2 (2) of the Code of Commercial Companies, having read the review by the Supervisory Board of the Company on the motion of the Management Board of the Company on distribution of the net profit for the financial year of 2022, the Ordinary General Meeting has resolved as follows:
§ 1
To transfer the Company's net profit for 2022 financial year covering the period from 1 January 2022 to 31 December 2022 in the amount of PLN 49,875,171.18 (say zlotys: forty nine million eight hundred seventy five thousand one hundred seventy one 18/100) to increase the supplementary capital.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 5 was adopted in a secret ballot by 521,872,447 votes FOR, with 2,627,040 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,499,487 valid votes cast from 379,571,487 shares constituting 91.67% in the Company's share capital.
on: approval of the consolidated financial statements of the ENERGA Capital Group for the year ended on 31 December 2022
Acting pursuant to Article 395 § 5 of the Code of Commercial Companies and Article 63c (4) of the Accounting Act of 29 September 1994, having read the review by the Supervisory Board of the Company, the Ordinary General Meeting has resolved as follows:
§ 1
To approve the consolidated financial statements of the ENERGA Capital Group prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union, for the year ended on 31 December 2022, consisting of:
The Resolution comes into effect upon its adoption.
Resolution No. 6 was adopted in a secret ballot by 521,872,447 votes FOR, with 2,627,040 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,499,487 valid votes cast from 379,571,487 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Marek Kasicki to confirm the discharge of his duties as Vice-President of the Management Board for Finance in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Marek Kasicki to confirm the discharge of his duties as Vice-President of the Management Board for Finance from 1 January 2022 to 22 April 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 7 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,612,727 votes AGAINST and 10,629 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on:granting the vote of acceptance to Mr Daniel Obajtek to confirm the discharge of his duties as the President of the Management Board in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Daniel Obajtek to confirm Member of the Supervisory Board delegated to temporarily perform the duties of the President of the Management Board in the period from 21 April 2022 to 31 August 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 8 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Zofia Paryła to confirm the discharge of her duties as the President of the Management Board in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Zofia Paryła to confirm the discharge of her duties as the President of the Management Board in the period from 1 September 2022 to 31 December 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 9 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,573,356 votes AGAINST and 50,000 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Michał Perlik to confirm the discharge of his duties as Vice-President of the Management Board for Finance in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Michał Perlik to confirm the discharge of his duties as Vice-President of the Management Board for Finance from 26 April 2022 to 31 December 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 10 was adopted in a secret ballot by 521,872,448 votes FOR, with 255,662 votes AGAINST and 2,367,694 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Adrianna Sikorska to confirm the discharge of her duties as the Vice-President of the Management Board for Communication in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Adrianna Sikorska to confirm the discharge of her duties as the Vice-President of the Management Board for Communication in the period from 1 January 2022 to 31 December 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 11 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,592,664 votes AGAINST and 30,692 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Janusz Szurski to confirm the discharge of his duties as Vice-President of the Management Board for Corporate Matters in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Janusz Szurski to confirm the discharge of his duties as the Vice-President of the Management Board for Corporate Matters in the period from 1 January 2022 to 31 December 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 12 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,612,727 votes AGAINST and 10,629 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Dominik Wadecki to confirm the discharge of his duties as the Vice-President of the Management Board for Operations and Vice-President of the Management Board for Operations and Climate in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Dominik Wadecki to confirm the discharge of his duties as the Vice-President of the Management Board for Operations and Vice-President of the Management Board for Operations and Climate in the period from 1 January 2022 to 31 December 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 13 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Iwona Waksmundzka-Olejniczak to confirm the discharge of her duties as President of the Management Board in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Iwona Waksmundzka-Olejniczak to confirm the discharge of her duties as President of the Management Board in the period from 1 January 2022 to 8 April 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 14 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Paula Ziemiecka-Księżak to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
To grant the vote of acceptance to Ms Paula Ziemiecka-Księżak to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2022 to 31 December 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 15 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,611,856 votes AGAINST and 11,500 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Jarosław Dybowski to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Jarosław Dybowski to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 February 2022 to 31 December 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 16 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Barbara Hajdas to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Barbara Hajdas to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 March 2022 to 27 March 2022 and from 20 May 2022 to 31 December 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 17 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Sylwia Kobyłkiewicz to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Sylwia Kobyłkiewicz to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period 1 January 2022 to 31 December 2022.
§ 2 The Resolution comes into effect upon its adoption.
Resolution No. 18 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Paweł Kosztyła to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Paweł Kosztyła to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 22 December 2022 to 31 December 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 19 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Daniel Obajtek to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Daniel Obajtek to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 20 April 2022 to 21 December 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 20 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Agata Piotrowska to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Agata Piotrowska to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2022 to 31 December 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 21 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Michał Róg to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Michał Róg to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA SA in the period from 1 January 2022 to 31 December 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 22 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Mr Trajan Szuladziński to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Mr Trajan Szuladziński to confirm the discharge of his duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2022 to 13 May 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 23 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Agnieszka Terlikowska-Kulesza to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Agnieszka Terlikowska-Kulesza to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2022 to 31 December 2022.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 24 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Iwona Waksmundzka-Olejniczak to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Iwona Waksmundzka-Olejniczak to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 26 April 2022 to 12 July 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 25 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: granting the vote of acceptance to Ms Agnieszka Żyro to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in 2022
Acting pursuant to Article 393 (1) and Article 395 § 2 (3) of the Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To grant the vote of acceptance to Ms Agnieszka Żyro to confirm the discharge of her duties as the Member of the Supervisory Board of ENERGA S.A. in the period from 1 January 2022 to 21 April 2022 and from 22 December 2022 to 31 December 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 26 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: issuing an opinion concerning the report of the Supervisory Board of ENERGA S.A. on remuneration of members of the Management Board and the Supervisory Board of ENERGA S.A. for 2022
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 and on the Terms of Introducing Financial Instruments into Organized Trading and on Public Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To give a positive opinion on the report of the Supervisory Board of ENERGA S.A. on remuneration of members of the Management Board and the Supervisory Board of ENERGA S.A. for 2022.
The Resolution comes into effect upon its adoption.
Resolution No. 27 was adopted in a secret ballot by 521,872,448 votes FOR, with 2,623,356 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: determination of the number of members of the Supervisory Board of ENERGA S.A. of the 7th Term of Office
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and Article 17 (1) and (2) of the Company's Articles of Association, the Ordinary General Meeting hereby resolves to:
§ 1
The Supervisory Board of ENERGA S.A. of the 7th Term of Office shall consist of 9 (say: nine) members.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 28 was adopted in a secret ballot by 521,881,011 votes FOR, with 228,447 votes AGAINST and 2,386,346 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: appointment of a Member of the Supervisory Board of ENERGA S.A. of the 7th Term of Office – Ms. Agnieszka Terlikowska-Kulesza
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and Article 17 (2) of the Company's Articles of Association, the Ordinary General Meeting hereby resolves to:
§ 1
Appoint Ms. Agnieszka Terlikowska-Kulesza (PESEL 66042000060) as a Member of the Supervisory Board of ENERGA S.A. of the 7th Term of Office.
The Resolution comes into effect upon its adoption.
Resolution No. 29 was adopted in a secret ballot by 521,416,642 votes FOR, with 3,017,788 votes AGAINST and 61,374 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: appointment of a Member of the Supervisory Board of ENERGA S.A. of the 7th Term of Office – Mr. Artur Michalski
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and Article 17 (2) of the Company's Articles of Association, the Ordinary General Meeting hereby resolves to:
§ 1
Appoint Mr. Artur Michalski (PESEL 73122001732) as a Member of the Supervisory Board of ENERGA S.A. of the 7th Term of Office.
The Resolution comes into effect upon its adoption.
Resolution No. 30 was adopted in a secret ballot by 521,416,642 votes FOR, with 3,020,599 votes AGAINST and 58,563 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: appointment of a Member of the Supervisory Board of ENERGA S.A. of the 7th Term of Office – Ms. Sylwia Kobyłkiewicz
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and Article 17 (2) of the Company's Articles of Association, the Ordinary General Meeting hereby resolves to:
§ 1
Appoint Ms. Sylwia Kobyłkiewicz (PESEL 63100306562) as a Member of the Supervisory Board of ENERGA S.A. of the 7th Term of Office.
§ 2
The Resolution comes into effect upon its adoption.
Resolution No. 31 was adopted in a secret ballot by 521,416,642 votes FOR, with 3,017,788 votes AGAINST and 61,374 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: appointment of a Member of the Supervisory Board of ENERGA S.A. of the 7th Term of Office – Ms. Barbara Hajdas
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and Article 17 (2) of the Company's Articles of Association, the Ordinary General Meeting hereby resolves to:
§ 1
Appoint Ms. Barbara Hajdas (PESEL 80090415120) as a Member of the Supervisory Board of ENERGA S.A. of the 7th Term of Office.
The Resolution comes into effect upon its adoption.
Resolution No. 32 was adopted in a secret ballot by 521,416,642 votes FOR, with 3,017,788 votes AGAINST and 61,374 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
on: the change in the principles of setting the remuneration of Members of the Management Board of ENERGA Spółka Akcyjna
The Ordinary General Meeting of ENERGA Spółka Akcyjna (hereinafter also referred to as: "ENERGA S.A.", the "Company"), acting under 378 § 2 of the Code of Commercial Companies, having regard Article 27(1)(8) of the Company's Articles of Association, in connection with Resolution No. 33 of the Ordinary General Meeting of ENERGA S.A. of 29 June 2020, hereby resolves as follows:
Resolution No. 33 of the Ordinary General Meeting of ENERGA S.A. of 29 June 2020 on establishing the principles of setting the remuneration of Members of the Management Board of ENERGA Spółka Akcyjna and repealing Resolution No. 20 of the Ordinary General Meeting of June 2019 is amended as follows:
1) § 3 sec. 3 is replaced by the following:
"3. Moreover, additional Managerial Goals are established to determine payment of Variable Remuneration for a given financial year, consisting in:
a) applying the rules for remunerating members of management and supervisory bodies in accordance with the Act of 9 June 2016 on the Rules for Determining the Remuneration of Persons Managing Certain Companies in all companies of the Energa Group,
b) fulfilling the obligations referred to in Articles 17-20, Article 22 and Article 23 of the Act of 16 December 2016 on the Rules for Managing State Assets in the subsidiaries of the Company within the meaning of Article 4(3) of the Act of 16 February 2007 on Competition and Consumer Protection.";
2) § 5 sec. 3 is replaced by the following:
"3. The contract may provide for the rules of the Company paying for the costs related to accommodation or co-financing the costs of renting a flat if the place of residence is more than 100 km from the registered office of the Company, up to PLN 4,500 gross, and the medical care package under the rules in effect in the Company.";
3) § 6 sec. 5f) is replaced by the following:
"f) if the Member of the Management Board is employed for at least one year and such employment continues uninterrupted for at least one year (under a contract of employment or another legal relation) in PKN ORLEN S.A. or in ENERGA S.A. or in companies related to PKN ORLEN S.A. or in companies related to ENERGA S.A. over
a period shorter than 12 months from the revoking or expiry of the mandate of the Member of the Management Board. If a Member is hired in PKN ORLEN S.A. or in ENERGA S.A. or in companies related to PKN ORLEN S.A. or in companies related to ENERGA S.A. before the date of payment of the severance pay, the payment of the severance pay shall be suspended for the duration of employment and if the severance pay was paid before that time, it shall be refunded at the first request of the Company by the specified date. After one year of uninterrupted employment, as referred to in the first sentence, the right to severance pay shall expire."
The Resolution comes into effect upon its adoption.
Resolution No. 33 was adopted in a secret ballot by 521,416,642 votes FOR, with 3,079,162 votes AGAINST and 0 votes ABSTAINED, for the total number of 524,495,804 valid votes cast from 379,567,804 shares constituting 91.67% in the Company's share capital.
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