Regulatory Filings • Dec 4, 2025
Regulatory Filings
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concerning the election of Chairperson of the Extraordinary 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: 1 809 783 176
The number of votes cast for the resolution: 1 809 783 176
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
The resolution has been adopted in a secret ballot.
concerning the adoption of the agenda of the Extraordinary General Meeting
The Extraordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company") adopts as follows:
The Extraordinary General Meeting adopts the following agenda of the Extraordinary General Meeting:
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 811 325 722
The number of votes cast for the resolution: 1 811 325 722
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
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 Extraordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Lublin (the "Company") adopts as follows:
§ 1
The Extraordinary 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: 1 811 325 722
The number of votes cast for the resolution: 1 811 325 722
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
The resolution has been adopted in an open ballot.
concerning amendments to the Statutes and the object of the Company's economic activity
Acting pursuant to Article 430 § 1 and § 5 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Extraordinary General Meeting of the Company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin ("Company") adopts as follows:
The Extraordinary General Meeting introduces the following amendments into the content of the Company Statutes:
20) Water collection, treatment and supply (PKD 36.00.Z),
21) Sewerage (PKD 37.00.Z),
51) Security and commodity contracts brokerage (PKD 66.12.Z),
52) Other activities auxiliary to financial services, except insurance and pension funding (PKD 66.19.Z),
80) Courses and trainings related to acquiring knowledge, skills and professional qualifications in non-school forms (PKD 85.59.B),
81) Teacher professional development institutions (PKD 85.59.C),
"3. The Company may be a member of associations, chambers of commerce or join organisations, both in Poland and abroad."
"4) making donations and releasing from debts or concluding other agreements with a similar effect,"
"6) concluding by the Company other agreements than the above-mentioned or incurring liabilities other than the above-mentioned, with a value exceeding 400,000 zlotys in each case, excluding agreements or incurring liabilities related to trade transactions concerning electricity and gas, CO2 emission allowances, related products and rights related thereto, the capacity market and other capacity mechanisms, the balancing market, and those related to the purchase and sale of fuels, production raw materials and combustion products, subject to clause 4 item 1) below,"
"8) appointing Company proxies authorised to incur liabilities with a value exceeding 400,000 zlotys, excluding (i) the powers of attorney to conclude or amend agreements, or to incur liabilities related to trade transactions concerning electricity and gas, CO2 emission allowances, related products and rights related thereto, the capacity market and other capacity mechanisms, the balancing market, and those related to the purchase and sale of fuels, production raw materials and combustion products, where the value of the agreement or the liability incurred does not exceed 20% of the total assets within the meaning of Accounting Act of 29 September 1994, (ii) the powers of attorney ad litem,"
"13) adopting the Company's financial plans, including investment and sponsorship plans,"
"19) implementing investment undertakings by the Company or the companies directly or indirectly dependent on the Company (within the meaning of the Commercial Companies Code), as well as the implementation of investment undertakings by the companies in which the Company or its directly or indirectly dependent companies hold shares, including investment undertakings co-financed or secured by the Company, or on the Company's assets, with a value exceeding 200,000,000 zlotys, and for investment undertakings concerning or related to the distribution network within the meaning of the energy law, with a value exceeding 40,000,000 zlotys."
"2. Members of the Management Board shall be appointed for a joint term of office which lasts three full financial years. A member of the Management Board shall meet the conditions specified in Article 22 of the State Property Management Act."
"3) preparing and submitting to the General Meeting a written Supervisory Board's report for the previous financial year,".
"5) approving the Company's financial plans, including investment and sponsorship plans, as well as determining their scope and deadlines for submission by the Management Board,"
"12) providing opinions on the Management Board's reports on representation expenses, expenses on legal services, marketing services, public relations services and social communication services, and management consultancy services, as well as a report on the use of the good practices referred to in Article 7 clause 3 item 2 of the State Property Management Act of 16 December 2016,"
a) a donation agreement or other agreements having a similar effect whose value exceeds 20,000 zlotys or 0.1% of the total assets within the meaning of the Accounting Act of 29 September 1994, established on the basis of the latest approved financial statements,
"10) implementing investment undertakings by the Company or the companies directly or indirectly dependent on the Company (within the meaning of the Commercial Companies Code), as well as the implementation of investment undertakings by the companies in which the Company or its directly or indirectly dependent companies hold shares, including investment undertakings co-financed or secured by the Company, or on the Company's assets, with a value exceeding 500,000,000 zlotys, and for investment undertakings concerning or related to the distribution network within the meaning of the energy law, with a value exceeding 80,000,000 zlotys."
"11) the manner of exercising the voting right by a representative of the Company at General Meetings or Shareholders' Meetings of companies whose objects include electric power generation, or distribution or trade, in matters concerning the following:
for investment undertakings with a value exceeding 500,000,000 zlotys, and for investment undertakings concerning or related to the distribution network within the meaning of the energy law, with a value exceeding 80,000,000 zlotys,
"7. Members of the of the Supervisory Board shall be appointed for a joint term of office which lasts three full financial years."
"2. The first meeting of the Supervisory Board in a new term of office shall be convened by the Chairperson of the General Meeting at which the Supervisory Board is elected, before the closing of the General Meeting. The date of such meeting may not fall later than two weeks after the date of the General Meeting. In the event that the first meeting of the Supervisory Board is not convened in this manner, the first meeting of the Supervisory Board shall be convened by the Management Board, and the date of the meeting may not be later than four weeks after the date of the General Meeting."
"3. Meetings of the Supervisory Board shall be convened by the Chairperson of the Board or the Vice Chairperson in place of the Chairperson. A meeting of the Supervisory Board should be also convened at the request of any member of the Supervisory Board or at the request of the Management Board."
"2. An invitation to a meeting of the Supervisory Board shall specify the date and place of such meeting, as well as the possibility of using means of direct remote communication during the meeting. A detailed agenda of a meeting shall be attached to such invitation."
"9) to draw up a report on representation expenses, expenses on legal services, marketing services, public relations services, social communication services and management consultancy services, as well as a report on the use of the good practices referred to in Article 7 clause 3 item 2 of the State Property Management Act of 16 December 2016, and to submit such reports together with the Management Board's report on the Company's activities for the previous financial year to the Supervisory Board."
"6. Whenever these Statutes refer to the conclusion of an agreement – if these Statutes do not provide for any other basis – the following shall be adopted to determine its value:
§ 2
The Extraordinary General Meeting hereby authorises the Supervisory Board to establish the consolidated text of the Company Statutes, taking into account the amendments resulting from the provisions of this resolution of the General Meeting.
§ 3
The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.
The total number of valid votes cast: 1 811 325 722
The number of votes cast for the resolution: 1 715 411 950
The number of votes cast against the resolution: 34 055
The number of abstaining votes: 95 879 717
The resolution has been adopted in an open ballot.
concerning changes in the composition of the Supervisory Board
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 20 clause 2 of the Statutes of PGE Polska Grupa Energetyczna S.A., The Extraordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin ("Company") adopts as follows:
§ 1
The Extraordinary General Meeting dismisses Ms Małgorzata Banasik from the position of Member of the Supervisory Board as of December 4, 2025.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 811 325 722
The number of votes cast for the resolution: 1 445 310 483
The number of votes cast against the resolution: 163 090 287
The number of abstaining votes: 202 924 952
The resolution has been adopted in a secret ballot.
concerning changes in the composition of the Supervisory Board
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 20 clause 2 of the Statutes of PGE Polska Grupa Energetyczna S.A., The Extraordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin ("Company") adopts as follows:
§ 1
The Extraordinary General Meeting dismisses Mr Sławomir Patyra from the position of Member of the Supervisory Board as of December 4, 2025.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 811 325 722
The number of votes cast for the resolution: 1 445 310 483
The number of votes cast against the resolution: 163 090 287
The number of abstaining votes: 202 924 952
The resolution has been adopted in a secret ballot.
concerning changes in the composition of the Supervisory Board
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 20 clause 2 of the Statutes of PGE Polska Grupa Energetyczna S.A., The Extraordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin ("Company") adopts as follows:
§ 1
The Extraordinary General Meeting appoints Mr Dariusz Lubera as Member of the Supervisory Board as of December 5, 2025.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 811 325 722
The number of votes cast for the resolution: 1 551 666 483
The number of votes cast against the resolution: 163 090 287
The number of abstaining votes: 96 568 952
The resolution has been adopted in a secret ballot.
concerning changes in the composition of the Supervisory Board
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 20 clause 2 of the Statutes of PGE Polska Grupa Energetyczna S.A., The Extraordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin ("Company") adopts as follows:
§ 1
The Extraordinary General Meeting appoints Mr Piotr Stolarczyk as Member of the Supervisory Board as of December 5, 2025.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 811 325 722
The number of votes cast for the resolution: 1 445 310 483
The number of votes cast against the resolution: 163 090 287
The number of abstaining votes: 202 924 952
The resolution has been adopted in a secret ballot.
concerning the payment of the costs related to the convening and holding of the Extraordinary General Meeting
Acting pursuant to Article 400 § 4 of the Commercial Companies Code, the Extraordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Lublin (the "Company") adopts as follows:
§ 1
The Extraordinary General Meeting decides that the costs related to the convening and holding of this Extraordinary General Meeting are to be borne by the Company.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 811 325 722
The number of votes cast for the resolution: 1 659 759 498
The number of votes cast against the resolution: 151 342 465
The number of abstaining votes: 223 759
The resolution has been adopted in an open ballot.
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