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PGE Polska Grupa Energetyczna S.A.

AGM Information Jun 27, 2025

5758_rns_2025-06-27_2b2ad3e6-d0cc-46af-bca8-718c1b4ae786.pdf

AGM Information

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concerning the election of Chairperson of the Ordinary General Meeting

Acting pursuant to Article 409 § 1 of the Commercial Companies Code and § 32 of the Statutes of the company PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company elects Ms Anna Kowalik as Chairperson of the Ordinary General Meeting of the Company.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 814 152 028

The number of votes cast against the resolution: 54 609

The number of abstaining votes: 214

The resolution has been adopted in a secret ballot.

concerning the adoption of the agenda of the Ordinary General Meeting

The Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting adopts the following agenda of the Ordinary General Meeting:

    1. The opening of the General Meeting.
    1. The election of Chairperson of the General Meeting.
    1. The ascertainment of the correctness of convening the General Meeting and its capability of adopting binding resolutions.
    1. The adoption of the agenda of the General Meeting.
    1. The adoption of the decision not to elect the Returning Committee.
    1. The consideration of "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2024 ended 31 December 2024 (in PLN million)" and the adoption of the resolution concerning their approval.
    1. The consideration of "The EU-IFRS-compliant consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year 2024 ended 31 December 2024 (in PLN million)" and the adoption of the resolution concerning their approval.
    1. The consideration of the Management Board's report on the activities of PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group for the year 2024 ended 31 December 2024 and the adoption of the resolution concerning its approval.
    1. The adoption of the resolution concerning the distribution of the net profit of PGE Polska Grupa Energetyczna S.A. for the financial year 2024.
    1. The consideration of the Supervisory Board report PGE Polska Grupa Energetyczna S.A. for the financial year 2024 and the adoption of the resolution concerning its approval.
    1. The presentation of an opinion on "The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the year 2024".
    1. The adoption of amendments to the Articles of Association of the Company.
    1. The adoption of resolutions on the granting of discharge to the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A.
    1. Adoption of a resolution on the rules for determining the remuneration of Members of the Management Board.
    1. Adoption of a resolution on the rules for determining the remuneration of Members of the Supervisory Board.
    1. Adoption of a resolution on the "Remuneration Policy for Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A.".
    1. The closing of the General Meeting.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 814 206 847

The number of votes cast against the resolution: 0

The number of abstaining votes: 4

The resolution has been adopted in an open ballot.

concerning the adoption of a decision not to elect the Returning Committee

Acting pursuant to § 16 clause 6 of the Regulations of the General Meeting of the company PGE Polska Grupa Energetyczna S.A., the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company decides not to elect the Returning Committee.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 814 206 638

The number of votes cast against the resolution: 0

The number of abstaining votes: 213

The resolution has been adopted in an open ballot.

concerning the approval of the "Separate Financial Statements of PGE Polska Grupa Energetyczna S.A. for the year 2024 ended 31 December 2024 in accordance with EU IFRS (in PLN million)"

Acting pursuant to Article 393(1) and Article 395 § 2(1) of the Commercial Companies Code and Article 53(1) of the Accounting Act, the Ordinary General Meeting of 'PGE Polska Grupa Energetyczna Spółka Akcyjna' with its registered office in Lublin (the 'Company') hereby resolves as follows:

§ 1

The Ordinary General Meeting of the Company approves the "Separate Financial Statements of PGE Polska Grupa Energetyczna S.A. for the year 2024 ended 31 December 2024 in accordance with EU IFRS (in PLN million)" comprising, as audited by the statutory auditor:

  • − the statement of comprehensive income for the year ended 31 December 2024, showing net profit of PLN 4,836 million and total comprehensive income of PLN 4,835 million;
  • − the statement of financial position as at 31 December 2024, showing total assets and equity and liabilities in the amount of PLN 63,665 million;
  • − the statement of changes in equity for the year ended 31 December 2024, showing an increase in equity of PLN 4,835 million;
  • − the statement of cash flows, showing an increase in cash and cash equivalents during the year ended 31 December 2024 by PLN 144 million;
  • − the accounting principles (policies) and additional explanatory notes.

§ 2

This resolution shall enter into force upon its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 811 072 981

The number of votes cast against the resolution: 2 971 662

The number of abstaining votes: 162 208

The resolution has been adopted in an open ballot.

concerning the approval of the "Consolidated Financial Statements of the PGE Polska Grupa Energetyczna S.A. Capital Group for the year 2024 ended 31 December 2024 in accordance with EU IFRS (in PLN million)"

Acting pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63c(4) of the Accounting Act, the Ordinary General Meeting of 'PGE Polska Grupa Energetyczna Spółka Akcyjna' with its registered office in Lublin (the 'Company') hereby resolves as follows:

§ 1

The Ordinary General Meeting of the Company approves the "Consolidated Financial Statements of the PGE Polska Grupa Energetyczna S.A. Capital Group for the year 2024 ended 31 December 2024 in accordance with EU IFRS (in PLN million)" comprising, as audited by the statutory auditor:

  • − the consolidated statement of comprehensive income for the year ended 31 December 2024, showing a net loss of PLN 3,088 million and total comprehensive loss of PLN 2,360 million;
  • − the consolidated statement of financial position as at 31 December 2024, showing total assets and equity and liabilities in the amount of PLN 103,994 million;
  • − the consolidated statement of changes in equity for the year ended 31 December 2024, showing a decrease in equity of PLN 2,326 million;
  • − the consolidated statement of cash flows, showing a decrease in cash and cash equivalents during the year ended 31 December 2024 by PLN 1,670 million;
  • − the accounting principles (policies) and additional explanatory notes.

§ 2

This resolution shall enter into force upon its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 813 940 823

The number of votes cast against the resolution: 102 620

The number of abstaining votes: 163 408

The resolution has been adopted in an open ballot.

concerning the approval of the Management Board's Report on the activities of PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2024 ended 31 December 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code and Article 55 clause 2a of the Accounting Act, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company approves the "Management Board's Report on the activities of PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2024 ended 31 December 2024".

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 814 006 440

The number of votes cast against the resolution: 37 003

The number of abstaining votes: 163 408

The resolution has been adopted in an open ballot.

concerning the allocation of the Company's net profit for the financial year 2024

Acting pursuant to Article 395 § 2(2) of the Commercial Companies Code and § 43(3) of the Articles of Association of 'PGE Polska Grupa Energetyczna Spółka Akcyjna', the Ordinary General Meeting of 'PGE Polska Grupa Energetyczna Spółka Akcyjna' with its registered office in Lublin (the 'Company') hereby resolves as follows:

§ 1

The Ordinary General Meeting of the Company resolves to allocate the net profit of PGE Polska Grupa Energetyczna S.A. for the financial year 2024 in the amount of PLN 4,836,635,243.68 (in words: four billion eight hundred thirty-six million six hundred thirty-five thousand two hundred forty-three zlotys and sixty-eight groszy) to reserve capital.

§ 2 This resolution shall enter into force upon its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 804 419 300

The number of votes cast against the resolution: 9 787 548

The number of abstaining votes: 3

The resolution has been adopted in an open ballot.

concerning the approval of the Supervisory Board report PGE Polska Grupa Energetyczna S.A. for the financial year 2024

Acting pursuant to item 2.11 The Good Practices of Companies Listed on the Warsaw Stock Exchange 2021, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin ("Company") adopts as follows:

§ 1

The Ordinary General Meeting of the Company approves of the Supervisory Board report PGE Polska Grupa Energetyczna S.A. for the financial year 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 813 873 508

The number of votes cast against the resolution: 169 935

The number of abstaining votes: 163 408

The resolution has been adopted in an open ballot.

concerning the provision of an opinion on "The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the year 2024"

Acting pursuant to Article 90g clause 6 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to an organized trading system and public companies, after becoming acquainted with the opinion of the certified auditor, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin("Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company provides a positive opinion on " The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A. for the year 2024", as accepted by resolution no. 529/XII/2025 adopted by the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on 19 May 2025.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 731 720 264

The number of votes cast against the resolution: 82 486 374

The number of abstaining votes: 213

The resolution has been adopted in an open ballot.

concerning the adoption of amendments to the Articles of Association of the Company

Acting pursuant to art. 430 § 1 and § 5 of the Polish Code of Companies and Partnerships and § 37 (1) (8) of the Company Articles of Association, the Ordinary General Meeting of 'PGE Polska Grupa Energetyczna Spółka Akcyjna' with its registered office in Lublin (the "Company") resolves as follows:

§ 1

The Ordinary General Meeting of the Company amends the Company's Articles of Association by giving new wording to § 18 (1) (4) of the Company's Articles of Association:

"selecting an audit firm responsible for auditing or reviewing the Company's separate financial statements and the Capital Group's consolidated financial statements, and selecting of an audit firm to attest sustainability reporting, if applicable,"

§ 2

The Ordinary General Meeting of the Company hereby authorises the Supervisory Board of the Company to determine the consolidated text of the Articles of Association, taking into account the amendments arising from the provisions of this resolution of the General Meeting of the Company.

§ 3 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 716 297 050

The number of votes cast against the resolution: 97 908 598

The number of abstaining votes: 1 203

The resolution has been adopted in an open ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Ms Anna Kowalik for the financial year 2024 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January to 7 February 2024 and of the Secretary of the Supervisory Board in the period from 7 February to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 760 765 894

The number of votes cast against the resolution: 52 888 517

The number of abstaining votes: 552 440

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Artur Składanek for the financial year 2024 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 1 January to 31 January 2024.

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 395 164 401

The number of votes cast against the resolution: 1 418 490 010

The number of abstaining votes: 552 440

The resolution was voted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Radosław Winiarski for the financial year 2024 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January to 31 January 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 760 765 894

The number of votes cast against the resolution: 52 888 517

The number of abstaining votes: 552 440

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Ms Janina Goss for the financial year 2024 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 January 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 395 164 401

The number of votes cast against the resolution: 1 418 490 010

The number of abstaining votes: 552 440

The resolution was voted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Mieczysław Edward Sawaryn for the financial year 2024 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 January 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 395 164 401

The number of votes cast against the resolution: 1 418 490 010

The number of abstaining votes: 552 440

The resolution was voted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Tomasz Hapunowicz for the financial year 2024 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 January 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 395 164 401

The number of votes cast against the resolution: 1 418 490 010

The number of abstaining votes: 552 440

The resolution was voted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Michał Domagała for the financial year 2024 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 25 January to 7 February 2024 and of the Chairperson of the Supervisory Board in the period from 7 February to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 154 694

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 553 851

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Andrzej Sadkowski for the financial year 2024 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 February to 7 February 2024 and of the Vice Chairperson of the Supervisory Board in the period from 7 February to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 307

The number of abstaining votes: 552 650

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Ms Małgorzata Banasik for the financial year 2024 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 February to 7 February 2024 and in the period from 8 March to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 154 694

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 553 851

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Eryk Kosiński for the financial year 2024 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 February to 7 February 2024 and in the period from 17 March to 11 September 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 307

The number of abstaining votes: 552 650

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Ms Elżbieta Niebisz for the financial year 2024 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 February to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 154 694

The number of votes cast against the resolution: 52 498 307

The number of abstaining votes: 553 850

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Sławomir Patyra for the financial year 2024 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 February to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 552 651

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Andrzej Rzońca for the financial year 2024 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 February to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 552 651

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Andrzej Kozyra for the financial year 2024 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 February to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 307

The number of abstaining votes: 552 650

The resolution has been adopted in a secret ballot.

concerning a refusal to grant discharge for the performance of duties in the year 2024

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company does not grant discharge to Mr Wojciech Dąbrowski for the financial year 2024 in connection with his performance of the duties of the President of the Management Board in the period from 1 January to 7 February 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 556 445 737

The number of votes cast against the resolution: 53 848 957

The number of abstaining votes: 203 912 157

The resolution has been adopted in a secret ballot.

concerning a refusal to grant discharge for the performance of duties in the year 2024

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company does not grant discharge to Ms Wanda Buk for the financial year 2024 in connection with her performance of the duties of the Vice President of the Management Board in the period from 1 January to 7 February 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 556 445 737

The number of votes cast against the resolution: 53 848 957

The number of abstaining votes: 203 912 157

The resolution has been adopted in a secret ballot.

concerning a refusal to grant discharge for the performance of duties in the year 2024

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company does not grant discharge to Mr Rafał Włodarski for the financial year 2024 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 7 February 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 556 445 737

The number of votes cast against the resolution: 53 848 957

The number of abstaining votes: 203 912 157

The resolution has been adopted in a secret ballot.

concerning a refusal to grant discharge for the performance of duties in the year 2024

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company does not grant discharge to Mr Lechosław Rojewski for the financial year 2024 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 28 February 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 556 445 737

The number of votes cast against the resolution: 53 848 957

The number of abstaining votes: 203 912 157

The resolution has been adopted in a secret ballot.

concerning a refusal to grant discharge for the performance of duties in the year 2024

Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company does not grant discharge to Mr Przemysław Kołodziejak for the financial year 2024 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 4 April 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 556 445 737

The number of votes cast against the resolution: 53 848 957

The number of abstaining votes: 203 912 157

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Dariusz Marzec for the financial year 2024 in connection with his performance of the duties of the President of the Management Board in the period from 18 March to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 552 651

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Marcin Laskowski for the financial year 2024 in connection with his performance of the duties of the Vice President of the Management Board in the period from 18 March to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 552 651

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Robert Kowalski for the financial year 2024 in connection with his performance of the duties of the Vice President of the Management Board in the period from 15 May to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 759 805 243

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 1 903 302

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Maciej Górski for the financial year 2024 in connection with his performance of the duties of the Vice President of the Management Board in the period from 24 June to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 154 694

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 553 851

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Przemysław Jastrzębski for the financial year 2024 in connection with his performance of the duties of the Vice President of the Management Board in the period from 15 July to 31 December 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 552 651

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Ms Małgorzata Banasik for the financial year 2024 in connection with her performance of the duties of the Member of the Management Board in the period from 7 February to 8 March 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 306

The number of abstaining votes: 552 651

The resolution has been adopted in a secret ballot.

concerning the acknowledgement of the fulfillment of duties for the year 2024

Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

The Ordinary General Meeting of the Company acknowledges the fulfillment of duties by Mr Eryk Kosiński for the financial year 2024 in connection with his performance of the duties of the Member of the Management Board in the period from 7 February to 17 March 2024.

§ 2 The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 761 155 894

The number of votes cast against the resolution: 52 498 516

The number of abstaining votes: 552 441

The resolution has been adopted in a secret ballot.

amending Resolution No 5 of the Extraordinary General Meeting of PGE Polska Grupa Energetyczna Spółka Akcyjna of 7 March 2022 on the rules for determining the remuneration of the Members of the Management Board

Acting pursuant to Article 378(2) of the Polish Commercial Companies Code of 15 September 2000, and Article 2(1), Article 2(2)(1) and Articles 4(5) and 4(6) of the Act of 9 June 2016 on the Rules for Determining the Remuneration of Persons Managing Certain Companies, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

In Resolution No 5 of the Extraordinary General Meeting of PGE Polska Grupa Energetyczna Spółka Akcyjna of 7 March 2022 on the rules for determining the remuneration of the Members of the Management Board, § 3(2) shall be amended to read as follows:

"2. The Management Objectives shall include, in particular:

  • a) Achieving the EBITDA ratio as set out in the approved financial plan;
  • b) Compliance with covenants under credit agreements (net debt / EBITDA ratio);
  • c) Achieving defined operational performance indicators (e.g. generation unit availability);
  • d) Implementation of key investment and development projects;
  • e) Implementation of safety-related activities, including cybersecurity;
  • f) Implementation of initiatives in the field of human resources management, including occupational health and safety (OHS);
  • g) Implementation of initiatives supporting the professional development of women."

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 571 717 885

The number of votes cast against the resolution: 32 283 238

The number of abstaining votes: 210 205 728

The resolution has been adopted in an open ballot.

amending Resolution No 5 of the Extraordinary General Meeting of PGE Polska Grupa Energetyczna Spółka Akcyjna of 14 December 2016 on the rules for determining the remuneration of the Members of the Supervisory Board

Acting pursuant to Article 392(1) of the Polish Commercial Companies Code of 15 September 2000, and Articles 2(1), 2(2)(1) and 10 of the Act of 9 June 2016 on the Rules for Determining the Remuneration of Persons Managing Certain Companies, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

In Resolution No 5 of the Extraordinary General Meeting of PGE Polska Grupa Energetyczna Spółka Akcyjna of 14 December 2016 on the rules for determining the remuneration of the Members of the Supervisory Board, as amended by Resolution No 5 of the Extraordinary General Meeting of 2 December 2019, § 1(1) shall be amended to read as follows:

"1. The monthly remuneration of Supervisory Board members shall be calculated as the product of the reference base referred to in Article 1(3)(11) of the Act of 9 June 2016 on the Rules for Determining the Remuneration of Persons Managing Certain Companies and the following multipliers:

a) for the Chairperson of the Supervisory Board — 3.02;

b) for other Members of the Supervisory Board — 2.75."

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 571 717 885

The number of votes cast against the resolution: 32 283 238

The number of abstaining votes: 210 205 728

The resolution has been adopted in an open ballot.

amending the "Remuneration Policy for Members of the Management Board and Supervisory Board of PGE Polska Grupa Energetyczna S.A."

Acting pursuant to Article 90d(1) in conjunction with Article 90e(4) of the Act of 29 July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to an Organised Trading System and on Public Companies, the Ordinary General Meeting of " the company PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company"), adopts as follows:

§ 1

In the Remuneration Policy for Members of the Management Board and Supervisory Board of PGE Polska Grupa Energetyczna S.A., constituting an annex to Resolution No 11 of the Ordinary General Meeting of PGE Polska Grupa Energetyczna S.A. of 22 June 2022:

1) § 4(2) shall be amended to read as follows:

"2. The general catalogue of Management Objectives shall include, in particular:

  • a) Achieving the EBITDA ratio as set out in the approved financial plan;
  • b) Compliance with covenants under credit agreements (net debt / EBITDA ratio);
  • c) Achieving defined operational performance indicators (e.g. generation unit availability);
  • d) Implementation of key investment and development projects;
  • e) Implementation of safety-related activities, including cybersecurity;
  • f) Implementation of initiatives in the field of human resources management, including occupational health and safety (OHS);
  • g) Implementation of initiatives supporting the professional development of women."

2) § 9(3) shall be amended to read as follows:

"3. The monthly remuneration of Supervisory Board members shall be calculated as the product of the reference base referred to in Article 1(3)(11) of the Remuneration Act and the following multipliers:

  • a) for the Chairperson of the Supervisory Board 3.02;
  • b) for other Members of the Supervisory Board 2.75."

§ 2

The resolution becomes effective as at the time of its adoption.

The total number of valid votes cast: 1 814 206 851

The number of votes cast for the resolution: 1 571 719 085

The number of votes cast against the resolution: 32 283 238

The number of abstaining votes: 210 204 528

The resolution has been adopted in an open ballot.

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