AGM Information • Jun 1, 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 ……....................................., PESEL……………………….., holder of identity card …………………………. to be the Chairperson of the Company's Ordinary General Meeting.
§ 2
This Resolution shall come into force upon being adopted.
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.
§ 2
This Resolution shall come into force upon being adopted.
In connection with amending the Company's Articles of Association and introduction, among others, of wording concerning real-time transmission of the proceedings of the General Meeting, in accordance with Good Practice of SE Listed Companies, and with reference to the General Meeting being transmitted in real time and the audio or video recordings being posted on the Company's website upon the end of the General Meeting (pursuant to § 25 Section 2 of the Company's Articles of Association), in order to satisfy the above it is necessary that the proceedings of the Ordinary General Meeting be recorded, which will primarily enable fulfilment of the standards required by the Warsaw Stock Exchange S.A.
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.
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.
On the basis of Article 49 Section 1 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws of 2013 item 330, as amended), the Management Report on the Operations of ENERGA SA for the financial year 2017 was accepted by the Company's Management Board by way of Resolution no. 1088/V/2018 of 16 May 2018.
By way of Resolution no. 37/V/2018 of 25 May 2018, the Supervisory Board of EN-ERGA SA expressed its positive opinion on the report in question and requested its approval by the Ordinary General Meeting of Shareholders.
Pursuant to Article 393item 1 of the Polish Code of Commercial Companies, the Management Report on the Operations of ENERGA SA requires the examination and approval of the General Meeting of Shareholders.
Resolution No. …
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.
On the basis of Article 52 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws 2013 item 330, as amended), the stand-alone financial statements of ENERGA SA, prepared in line with the International Financial Reporting Standards, for the year ended 31 December 2017, were accepted by the Management Board by way of Resolution no. 1088/V/2017 of 16 May 2018.
By way of Resolution no. 36/V/2018 of 25 May 2018, the Supervisory Board of ENERGA SA expressed its positive opinion on the statements in questions, stating that they fairly present all relevant information needed to assess the profitability and the results of the Company's operations, and requested their approval by the Ordinary General Meeting of Shareholders.
Pursuant to Article 393 item 1of the Polish Code of Commercial Companies and Article 53 Section 1 of the Accounting Act, the financial statements referred to above require the examination and approval of the General Meeting of Shareholders.
Resolution No. …
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 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.
The particulars of this resolution were presented by the Company's Management Board in its request for the distribution of the net profit for 2017. The Supervisory Board of ENERGA SA gave a positive assessment of the above-mentioned request in its Resolution no. 38/V/2018 of 25 May 2018.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
Having analysed and evaluated the Management Report on the Company's Operations in 2017and the Company's financial statements for 2017,the Supervisory Board of ENERGA SA adopted Resolution no. 39/V/2018 of 25 May 2018, in which it asked the Ordinary General Meeting of Shareholders to grant a vote of acceptance to Mr. Dariusz Kaśków 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.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
Having analysed and evaluated the Management Report on the Company's Operations in 2017 and the Company's financial statements for 2017, the Supervisory Board of ENERGA SA adopted Resolution no. 40/V/2018 of 25 May 2018, in which it asked the Ordinary General Meeting of Shareholders to grant a vote of acceptance to Mr. Mariusz Rędaszka 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.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
Having analysed and evaluated the Management Report on the Company's Operations in 2017 and the Company's financial statements for 2017, the Supervisory Board of ENERGA SA adopted Resolution no. 41/V/2018 of 25 May 2018, in which it asked the Ordinary General Meeting of Shareholders to grant a vote of acceptance to Mr. Grzegorz Ksepko 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.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
Having analysed and evaluated the Management Report on the Company's Operations in 2017 and the Company's financial statements for 2017, the Supervisory Board of ENERGA SA adopted Resolution no. 42/V/2018 of 25 May 2018, in which it asked the Ordinary General Meeting of Shareholders to grant a vote of acceptance to Mr. Przemysław Piesiewicz 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.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
Having analysed and evaluated the Management Report on the Company's Operations in 2017 and the Company's financial statements for 2017, the Supervisory Board of ENERGA SA adopted Resolution no. 43/V/2018 of 25 May 2018, in which it asked the Ordinary General Meeting of Shareholders to grant a vote of acceptance to Ms. Mariola Anna Zmudzinska in respect of fulfilment of her duties of the Vice-President of the Management Board for Investor Relations for the period from 1 January 2017 to 16 February 2017.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
Having analysed and evaluated the Management Report on the Company's Operations in 2017 and the Company's financial statements for 2017, the Supervisory Board of ENERGA SA adopted Resolution no. 44/V/2018 of 25 May 2018, in which it asked the Ordinary General Meeting of Shareholders to grant a vote of acceptance to Mr. Jacek Kościelniak 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.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
Having analysed and evaluated the Management Report on the Company's Operations in 2017 and the Company's financial statements for 2017, the Supervisory Board of ENERGA SA adopted Resolution no. 45/V/2018 of 25 May 2018, in which it asked the Ordinary General Meeting of Shareholders to grant a vote of acceptance to Ms. Alicja Barbara Klimiuk 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.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
Having analysed and evaluated the Management Report on the Company's Operations in 2017 and the Company's financial statements for 2017, the Supervisory Board of ENERGA SA adopted Resolution no. 46/V/2018 of 25 May 2018, in which it asked the Ordinary General Meeting of Shareholders to grant a vote of acceptance to Mr. Daniel Obajtek in respect of fulfilment of his duties of the President of the Management Board for the period from 2 March 2017 to 31 December 2017.
on: granting a vote of acceptance to Ms. Paula Ziemiecka-Księżak 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. 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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
In the financial year 2017 the Supervisory Board of ENERGA SA performed its tasks in accordance with generally applicable provisions of law, including the Polish Code of Commercial Companies, the Company's Articles of Association and Regulations of the Supervisory Board.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
In the financial year 2017 the Supervisory Board of ENERGA SA performed its tasks in accordance with generally applicable provisions of law, including the Polish Code of Commercial Companies, the Company's Articles of Association and Regulations of the Supervisory Board.
In its Resolution no. 48/V/2018 of 25 May 2018, the Supervisory Board of ENERGA accepted the report on the operations of the Supervisory Board in the financial year 2017 comprising, among others, of the report on operations of the Audit Committee and the Appointment and Remuneration Committee and evaluation of the activity of the Supervisory Board in 2017.
DRAFT Schedule 16
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
In the financial year 2017 the Supervisory Board of ENERGA SA performed its tasks in accordance with generally applicable provisions of law, including the Polish Code of Commercial Companies, the Company's Articles of Association and Regulations of the Supervisory Board.
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:
§ 1
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.
§ 2
This Resolution shall come into force upon being adopted.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
In the financial year 2017 the Supervisory Board of ENERGA SA performed its tasks in accordance with generally applicable provisions of law, including the Polish Code of Commercial Companies, the Company's Articles of Association and Regulations of the Supervisory Board.
on: granting a vote of acceptance to Mr. Andrzej Powałowski 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. 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.
§ 2
This Resolution shall come into force upon being adopted.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
In the financial year 2017 the Supervisory Board of ENERGA SA performed its tasks in accordance with generally applicable provisions of law, including the Polish Code of Commercial Companies, the Company's Articles of Association and Regulations of the Supervisory Board.
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.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
In the financial year 2017 the Supervisory Board of ENERGA SA performed its tasks in accordance with generally applicable provisions of law, including the Polish Code of Commercial Companies, the Company's Articles of Association and Regulations of the Supervisory Board.
In its Resolution no. 48/V/2018 of 25 May 2018, the Supervisory Board of ENERGA accepted the report on the operations of the Supervisory Board in the financial year 2017 comprising, among others, of the report on operations of the Audit Committee and the Appointment and Remuneration Committee and evaluation of the activity of the Supervisory Board in 2017.
DRAFT Schedule 20
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.
§ 2
This Resolution shall come into force upon being adopted.
Pursuant to Article 395 § 2 item 3 of the Polish Code of Commercial Companies, among the matters that come before the Ordinary General Meeting of Shareholders is granting a vote of acceptance to members of company bodies to confirm the discharge of their duties.
In the financial year 2017 the Supervisory Board of ENERGA SA performed its tasks in accordance with generally applicable provisions of law, including the Polish Code of Commercial Companies, the Company's Articles of Association and Regulations of the Supervisory Board.
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.
On the basis of Article 55 Section 2 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws 2013 item 330, as amended), ENERGA SA's Management Report on the Operations of the Capital Group for the year ended 31 December 2017 was accepted by the Management Board by way of Resolution no. 1089/V/2018 of 16 May 2018.
By way of Resolution no. 50/V/2018 of 25 May 2018, the Supervisory Board of EN-ERGA SA expressed its positive opinion on the report in question and requested its approval by the Ordinary General Meeting of Shareholders.
Pursuant to Article 63c Section 4, in conjunction with Article 55 Section 2 of the Accounting Act of 29 September 1994, the above-mentioned ENERGA SA's Management Report on the Operations of the Capital Group requires the examination and approval of the General Meeting of Shareholders.
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.
On the basis of Article 55 Section 1 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws 2013 item 330, as amended), the consolidated financial statements of ENERGA SA's Capital Group, prepared in line with the International Financial Reporting Standards, for the year ended 31 December 2017, were accepted by the Management Board by way of Resolution no. 1089/V/2018 of 16 May 2018.
By way of Resolution no. 49/V/2018 of 25 May 2018, the Supervisory Board of EN-ERGA SA expressed its positive opinion on the statements in questions, stating that they fairly present all relevant information needed to assess the assets, financial position and result of the ENERGA Group for 2017 and requested their approval by the Ordinary General Meeting of Shareholders.
Pursuant to Article 395 § 5 of the Polish Code of Commercial Companies and Article 63c Section 4 of the Accounting Act, the Capital Group's consolidated financial statements referred to above require the examination and approval of the General Meeting of Shareholders.
Resolution No. …
on: amendments to the Regulations of the General Meeting of Shareholders of ENERGA SA
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.
In connection with amending the Company's Articles of Association and introduction, among others, of wording concerning real-time transmission of the proceedings of the General Meeting, in accordance with Good Practice of SE Listed Companies, it is necessary to formally reflect the wording of the Articles in the Regulations of the General Meeting of ENERGA SA. With the amendments proposed herein, it will be possible to bring the Company's internal rules more into line with the standards required by the Warsaw Stock Exchange SA.
At the same time, we propose that the amendments to the Regulations of the General Meeting of Shareholders of ENERGA SA shall be effective as of the subsequent General Meeting of ENERGA SA.
By way of Resolution no. 56/V/2018 of 25 May 2018, the Supervisory Board gave a favourable opinion of the amendments proposed.
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