AGM Information • Jun 28, 2018
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 Polish 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 hereby elects Ms. Joanna Mirosława Szatkowska to be the Chairperson of the Company's Ordinary General Meeting.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 1 was adopted in a secret ballot by 409,821,631 votes FOR, with no votes AGAINST and no votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: consent for recording the proceedings at the Ordinary General Meeting
Acting pursuant to Article 11 Section 2 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 of Shareholders hereby consents for recording the proceedings at the Ordinary General Meeting held on 27 June 2018 using sound and image recording systems.
This Resolution shall come into force upon being adopted.
Resolution No. 2 was adopted in an explicit ballot by 409,821,632 votes FOR, with no votes AGAINST and no votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: the adoption of the agenda of the Ordinary General Meeting of ENERGA SA
Acting pursuant to Article 409 § 2 of the Polish Code of Commercial Companies and § 6 Section 1 of the Regulations of the General Meeting of ENERGA Spółka Akcyjna with the 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 SA:
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 3 was adopted in an explicit ballot by 409,821,631 votes FOR, with no votes AGAINST and 1 vote ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: examination and approval of the Management Report on the Operations of ENERGA SA for the year ended on 31 December 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
To approve the Management Report on the Operations of ENERGA SA for the year ended on 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 4 was adopted in an explicit ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 vote ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: examination and approval of stand-alone financial statements of ENERGA SA for the year ended on 31 December 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
To approve the stand-alone financial statements of ENERGA SA, prepared based on the International Financial Reporting Standards approved by the European Union, for the year ended 31 December 2017, comprising of:
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 5 was adopted in an explicit ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: the distribution of the net profit for the financial year covering the period from 1 January 2017 to 31 December 2017
Acting pursuant to Article 395 § 2 item 2, Article 348 § 3 of the Polish Code of Commercial Companies and § 26 Section 1 item 7 of the Company's Articles of Association, the Ordinary General Meeting has resolved as follows:
§ 1
The net profit for the financial year 2017, of PLN 106,601,622.10 (in words: one hundred and six million six hundred and one thousand six hundred and twenty-two zlotys and 10/100) shall be wholly allocated towards supplementary capital.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 6 was adopted in an explicit ballot by 409,433,426 votes FOR, with 308,205 votes AGAINST and 1 vote ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Mr. Dariusz Kaśków to confirm the discharge of his duties as President of the Company's Management Board in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Dariusz Kaśków (PESEL: 64112411358) in respect of fulfilment of his duties of the President of the Management Board for the period from 1 January 2017 to 17 January 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 7 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Mr. Mariusz Rędaszka to confirm the discharge of his duties as Vice-President of the Company's Management Board for Financial Affairs in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Mariusz Rędaszka (PESEL: 70112901139) in respect of fulfilment of his duties of the Vice-President of the Management Board for Financial Affairs for the period from 1 January 2017 to 17 January 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 8 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Mr. Grzegorz Ksepko to confirm the discharge of his duties as Vice-President of the Company's Management Board for Corporate Affairs in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Grzegorz Ksepko (PESEL: 77012200531) in respect of fulfilment of his duties of the Vice-President of the Management Board for Corporate Affairs for the period from 1 January 2017 to 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 9 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Mr. Przemysław Piesiewicz to confirm the discharge of his duties as Vice-President of the Company's Management Board for Development Strategies in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Przemysław Piesiewicz (PESEL: 77012702774) in respect of fulfilment of his duties of the Vice-President of the Management Board for Development Strategies for the period from 1 January 2017 to 17 January 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 10 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Ms. Mariola Anna Zmudzińska to confirm the discharge of her duties as Vice-President of the Company's Management Board for Investor Relations in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Ms. Mariola Anna Zmudzińska (PESEL: 73100801080) in respect of fulfilment of her duties of the Vice-President of the Management Board for Investment Relations for the period from 1 January 2017 to 16 February 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 11 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Mr. Jacek Kościelniak to confirm the discharge of his duties as Vice-President of the Company's Management Board for Financial Affairs in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Jacek Kościelniak (PESEL: 63100910837) in respect of fulfilment of his duties of the Vice-President of the Management Board for Financial Affairs for the period from 11 February 2017 to 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 12 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Ms. Alicja Barbara Klimiuk to confirm the discharge of her duties as Vice-President of the Company's Management Board for Operating Affairs in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Ms. Alicja Barbara Klimiuk (PESEL: 59042301422) in respect of fulfilment of her duties of the Vice-President of the Management Board for Operating Affairs for the period from 1 March 2017 to 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 13 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Mr. Daniel Obajtek to confirm the discharge of his duties as President of the Company's Management Board in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Daniel Obajtek (PESEL: 76010216955) in respect of fulfilment of his duties of the President of the Management Board for the period from 02 March 2017 to 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 14 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Ms. Paula Ziemiecka-Księżak (PESEL: 77021300424) in respect of fulfilment of her duties in the Supervisory Board of ENERGA SA for the period from 1 January 2017 to 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 15 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Mr. Zbigniew Wtulich to confirm the discharge of his duties in the Supervisory Board of ENERGA SA in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Zbigniew Wtulich (PESEL: 58022500013) in respect of fulfilment of his duties in the Supervisory Board of ENERGA SA. for the period from 1 January 2017 to 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 16 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Ms. Agnieszka Terlikowska-Kulesza to confirm the discharge of her duties in the Supervisory Board of ENERGA SA in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Ms. Agnieszka Terlikowska-Kulesza (PESEL: 66042000060) in respect of fulfilment of her duties in the Supervisory Board of EN-ERGA SA for the period from 1 January 2017 to 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 17 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
Schedule 18
on: granting a vote of acceptance to Mr. Maciej Żółtkiewicz to confirm the discharge of his duties in the Supervisory Board of ENERGA SA in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
A vote of acceptance is hereby given to Mr. Maciej Żółtkiewicz (PESEL: 54011604931) in respect of fulfilment of his duties in the Supervisory Board of EN-ERGA SA. for the period from 1 January 2017 to 31 December 2017.
This Resolution shall come into force upon being adopted.
Resolution No. 18 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Andrzej Powałowski (PESEL: 51100302510) in respect of fulfilment of his duties in the Supervisory Board of ENERGA SA. for the period from 1 January 2017 to 31 December 2017.
This Resolution shall come into force upon being adopted.
Resolution No. 19 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: granting a vote of acceptance to Mr. Marek Szczepaniec to confirm the discharge of his duties in the Supervisory Board of ENERGA SA in 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Marek Szczepaniec (PESEL: 64081800357) in respect of fulfilment of his duties in the Supervisory Board of ENERGA SA. for the period from 1 January 2017 to 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 20 was adopted in a secret ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Polish Code of Commercial Companies, the Ordinary General Meeting has resolved as follows:
§ 1
A vote of acceptance is hereby given to Mr. Jacek Kościelniak (PESEL: 63100910837) in respect of fulfilment of his duties in the Supervisory Board of ENERGA SA. for the period from 1 January 2017 to 10 February 2017.
This Resolution shall come into force upon being adopted.
Resolution No. 21 was adopted in a secret explicit ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: approval of ENERGA SA's Management Report on the Operations of the Capital Group for the year ended on 31 December 2017
Acting pursuant to Article 63c Section 4 of the Accounting Act of 29 September 1994 and Article 395 § 5 of the Polish Code of Commercial Companies, the Ordinary General Meeting of Shareholders hereby resolves as follows:
§ 1
To approve ENERGA SA's Management Report on the Operations of the Capital Group
for the year ended on 31 December 2017.
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 22 was adopted in a explicit ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
on: examination and approval of the consolidated financial statements of ENERGA S.A.'s Capital Group for the year ended on 31 December 2017
Acting pursuant to Article 63c Section 4 of the Accounting Act of 29 September 1994 and Article 395 § 5 of the Polish Code of Commercial Companies, the Ordinary General Meeting of Shareholders hereby resolves as follows:
To approve the consolidated financial statements of ENERGA S.A.'s Capital Group, prepared based on the International Financial Reporting Standards approved by the European Union, for the year ended 31 December 2017, comprising of:
This Resolution shall come into force upon being adopted.
Resolution No. 23 was adopted in an explicit ballot by 408,778,561 votes FOR, with 1 vote AGAINST and 1,043,070 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
Acting pursuant to § 25 Section 3 of the Company's Articles of Association and § 12 Section 1 of the Regulations of the General Meeting of Shareholders of ENERGA SA, it is hereby resolved as follows:
shall be reworded as follows:
5) § 11, reading as follows:
"1. The Chairperson of the General Meeting may at any time demand that all or part of the proceedings be recorded and in particular he or she may delegate the recording of procedural resolutions and discussions concerning the matters included on the agenda of the meeting to an Attendee appointed by the Chairperson (Secretary of the General Meeting).
shall be reworded as follows:
§ 2
This Resolution shall come into force upon being adopted.
Resolution No. 24 was adopted in an explicit ballot by 408,728,305 votes FOR, with 1,093,316 votes AGAINST and 11 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital.
Appendix to Current Report No. 25/2018 on resolutions adopted by ENERGA SA AGM on 27 June 2018
Schedule 25
on the amendment of the Company's Articles of Association
Acting pursuant to Article 430 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of ENERGA S.A. hereby resolves as follows:
§ 1
The following changes are made to the Company's Articles of Association:
In §16:
§ 2
The Supervisory Board of ENERGA S.A. is hereby authorized to establish a uniform text of the amended Articles of Association in line with § 1 of this resolution.
§ 3
The resolution comes into force on the day of its adoption with effect from the day the changes are entered in the register of entrepreneurs of the National Court Register.
Resolution No. 25 was adopted in an explicit ballot by 383,653,443 votes FOR, with 26,168,178 votes AGAINST and 11 votes ABSTAINED, for the total number of 409,821,632 valid votes cast from 264,893,632 shares constituting 63.973% in the Company's share capital
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