AGM Information • May 31, 2017
AGM Information
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to elect the Chairperson of the Annual General Meeting
Acting pursuant to Article 409 § 1 of the Commercial Company Code and § 5 sec. 3 of the Bylaws of the General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk, the following is hereby resolved:
§ 1
The Annual General Meeting hereby elects Mr./Ms. ……....................................., PESEL …………………, holding the personal ID no. …………………………. to be the Chairperson of the Annual General Meeting of the Company.
§ 2
The resolution will come into force on the date of its adoption.
to accept the agenda for the Annual General Meeting of ENERGA SA
Acting pursuant to Article 409 § 2 of the Commercial Company Code and § 6 sec. 1 of the Bylaws of the General Meeting of ENERGA Spółka Akcyjna with its registered office in Gdańsk, the following is hereby resolved:
§ 1
The General Meeting of the Company hereby resolves to adopt the following agenda of the Annual General Meeting of ENERGA SA:
§ 2
This resolution shall come into force on the date of its adoption.
to approve the Management Board Report on the activity of ENERGA SA for the year ended 31 December 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Company Code, the Annual General Meeting hereby resolves to:
§ 1
Approve the Management Board Report on the activity of ENERGA SA for the year ended 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 49 section 1 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws 2013 Item 330, as amended), the Management Board Report on the activity of ENERGA SA for the financial year 2016 was adopted by the Management Board of the Company with Resolution No. 551/V/2017 of 22 May 2017.
By the Resolution No. 52/IV/2017 of 29 May 2017, the Supervisory Board of ENER-GA SA issued a positive opinion on the report and moved to the Annual General Meeting to approve the report.
This Management Board Report on the activity of ENERGA SA is subject to examination and approval by the Company's General Meeting pursuant to Article 393 item 1 of the Commercial Company Code.
Resolution No. ...
to approve the financial statements of ENERGA SA for the year ended 31 December 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Company Code, the Annual General Meeting hereby resolves to:
§ 1
Approve the financial statements of ENERGA SA prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union, for the year ended 31 December 2016, which include:
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 52 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws 2013 Item 330, as amended), the financial statements of ENERGA SA for the year ended 31 December 2016 prepared in accordance with the International Financial Reporting Standards were adopted by the Management Board of the Company with Resolution No. 551/V/2017 of 22 May 2017.
By the Resolution No. 51/IV/2017 of 29 May 2017, the Supervisory Board of ENERGA SA issued a positive opinion on these statements and stating that they accurately and clearly present all the information material to evaluation of the economic and financial standing and the financial performance and moved to the Annual General Meeting to approve these statements.
These financial statements are subject to examination and approval by the Company's General Meeting pursuant to Article 393 item 1 of the Commercial Company Code and Article 53 section 1 of the Accounting Act.
to distribute the net profit for the financial year from 1 January 2016 to 31 December 2016 and set the record date and dividend payment date
Acting pursuant to Article 395 §2 item 2, Article 348 §3 of the Commercial Company Code and §26 section 1 item 7 of the Company's Articles of Association, the following is hereby resolved:
§ 1
The net profit for the financial year of 2016 in the amount of PLN 783,542,643.96 (seven hundred eighty three million five hundred forty two thousand six hundred forty three and 96/100 zloty) shall be distributed as follows:
§ 2
The record date is hereby set at 25 September 2017 and the dividend payment date at 9 October 2017.
This resolution shall come into force on the date of its adoption.
A justification for this resolution has been provided by the Company's Management Board in its motion to distribute the net profit for the financial year 2016. By the Resolution No. 53/IV/2017 of 29 May 2017, the Supervisory Board of ENERGA SA issued a positive opinion on the motion.
The dividend will be paid to ENERGA SA's shareholders through the National Depository of Securities (KDPW). The procedures required in the dividend payment process are defined by the KDPW Bylaws and the Detailed Operating Rules of KDPW. Among others, no later than 5 business days before the dividend date (date of record, when rights to dividends are determined), the Company is obligated to register the event through KDPW's web application. In practical terms, this means that the record date should be set no earlier than on the 5th business day after this General Meeting is held.
With respect to the dividend payment date, KDPW's operating procedures specify that it cannot be set earlier than on the 10th business day after the dividend date. Additionally, in accordance with the Code of Best Practices for Warsaw Stock Exchange Listed Companies, a dividend should be paid no later than 15 business days after the dividend rights are determined. A longer period between these dates requires a detailed justification.
to grant a discharge to Mr. Dariusz Kaśków on the performance of his duties as the President of the Management Board in 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Dariusz Kaśków (PESEL: 64112411358) is hereby granted a discharge on the performance of his duties as the President of the Management Board for the period from 4 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
Following an analysis and evaluation of the Management Board's Report on the Company's activity in 2016 and the Financial Statements for 2016, the ENERGA SA Supervisory Board adopted Resolution No. 54/IV/2016 of 29 May 2017 in which it recommended to the Company's Annual General Meeting to grant a discharge to Mr. Dariusz Kaśków, President of the ENERGA SA Management Board, on the performance of his duties in the period from 4 January 2015 to 31 December 2016.
to grant a discharge to Mr. Roman Pionkowski on the performance of his duties as Vice-President of the Management Board in 2016----------------------------
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Roman Pionkowski (PESEL: 62050309256) is hereby granted a discharge on the performance of his duties as Vice-President of the Management Board for Development Strategy for the period from 4 January 2016 to 26 February 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
Following an analysis and evaluation of the Management Board's Report on the Company's activity in 2016 and the Financial Statements for 2016, the ENERGA SA Supervisory Board adopted Resolution No. 54/IV/2016 of 29 May 2017 in which it recommended to the Company's Annual General Meeting to grant a discharge to Mr. Roman Pionkowski, Vice-President of the Management Board for Development Strategy, on the performance of his duties in the period from 4 January 2015 to 26 February 2016.
to grant a discharge to Mr. Mariusz Rędaszka on the performance of his duties as Vice-President of the Management Board in 2016----------------------------
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Mariusz Rędaszka (PESEL: 70112901139) is hereby granted a discharge on the performance of his duties as Vice-President of the Management Board for Financial Matters for the period from 4 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
Following an analysis and evaluation of the Management Board Report on the Company's activity in 2016 and the Financial Statements for 2016, the ENERGA SA Supervisory Board adopted Resolution No. 55/IV/2017 of 29 May 2017 in which it recommended to the Company's Annual General Meeting not to grant a discharge to Mr. Mariusz Rędaszka, Vice-President of the Management Board for Financial Matters, on the performance of his duties in the period from 4 January to 31 December 2016.
to grant a discharge to Mr. Grzegorz Ksepko on the performance of his duties as the Vice-President of the Management Board for Corporate Matters in 2016.
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Grzegorz Ksepko (PESEL: 77012200531) is hereby granted a discharge on the performance of his duties as Vice-President of the Management Board for Corporate Matters for the period from 1 February 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
Following an analysis and evaluation of the Management Board Report on the Company's activity in 2016 and the Financial Statements for 2016, the ENERGA SA Supervisory Board adopted Resolution No. 57/IV/2017 of 29 May 2017 in which it recommended to the Company's Annual General Meeting not to grant a discharge to Mr. Grzegorz Ksepko, Vice-President of the Management Board for Corporate Matters, on the performance of his duties in the period from 1 February to 31 December 2016.
to grant a discharge to Mr. Przemysław Piesiewicz on the performance of his duties as the Vice-President of the Management Board for Development Strategy in 2016--------
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Przemysław Piesiewicz (PESEL: 77012702774) is hereby granted a discharge on the performance of his duties as the Vice-President of the Management Board for Development Strategy for the period from 21 March 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
Following an analysis and evaluation of the Management Board Report on the Company's activity in 2016 and the Financial Statements for 2016, the ENERGA SA Supervisory Board adopted Resolution No. 56/IV/2017 of 29 May 2017 in which it recommended to the Company's Annual General Meeting to grant a discharge to Mr. Przemysław Piesiewicz, Vice-President of the Management Board for Development Strategy, on the performance of his duties in the period from 21 March 2016 to 31 December 2016.
to grant a discharge to Ms. Mariola Anna Zmudzińska on the performance of her duties as the Vice-President of the Management Board for Investor Relations in 2016.-
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Ms. Mariola Anna Zmudzińska (PESEL: 73100801080) is hereby granted a discharge on the performance of her duties as the Vice-President of the Management Board for Investor Relations for the period from 21 March 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
Following an analysis and evaluation of the Management Board Report on the Company's activity in 2016 and the Financial Statements for 2016, the ENERGA SA Supervisory Board adopted Resolution No. 58 /IV/2017 of 29 May 2017 in which it recommended to the Company's Annual General Meeting to grant a discharge to Ms. Mariola Anna Zmudzińska, Vice-President of the Management Board for Investor Relations, on the performance of her duties in the period from 21 March 2016 to 31 December 2016.
to grant a discharge to Mr. Seweryn Kędra on the performance of his duties as the Vice-President of the Management Board for Financial Matters in 2016.
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Seweryn Kędra (PESEL: 78121012398) is hereby granted a discharge on the performance of his duties as Vice-President of the Management Board for Financial Matters for the period from 1 January 2016 to 3 January 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
Following an analysis and evaluation of the Management Board Report on the Company's activity in 2016 and the Financial Statements for 2016, the ENERGA SA Supervisory Board adopted Resolution No. 60/IV/2017 of 29 May 2017 in which it recommended to the Company's Annual General Meeting not to grant a discharge to Mr. Seweryn Kędra, Vice-President of the Management Board for Financial Matters, on the performance of his duties in the period from 1 January to 3 January 2016.
to grant a discharge to Mr. Jarosław Mioduszewski on the performance of his duties in the Supervisory Board of ENERGA SA in 2016.
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Jarosław Mioduszewski (PESEL: 64102512133) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 1 January 2016 to 7 January 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Mr. Mirosław Szreder on the performance of his duties in the Supervisory Board of ENERGA SA in 2016.
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Mirosław Szreder (PESEL: 57122607952) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 1 January 2016 to 7 January 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Mr. Zbigniew Wtulich on the performance of his duties in the Supervisory Board of ENERGA SA in 2016.
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Zbigniew Wtulich (PESEL: 58022500013) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 1 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Ms. Paula Ziemiecka-Księżak on the performance of her duties in the Supervisory Board of ENERGA SA in 2016
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Ms. Paula Ziemiecka-Księżak (PESEL: 77021300424) is hereby granted a discharge on the performance of her duties in the Supervisory Board of ENERGA SA for the period from 1 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Mr. Bogdan Skalski on the performance of his duties in the Supervisory Board of ENERGA SA in 2016
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Bogdan Skalski (PESEL: 73052604812) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 1 January 2016 to 8 September 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Mr. Roman Pionkowski on the performance of his duties in the Supervisory Board of ENERGA SA in 2016
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Roman Pionkowski (PESEL: 62050309256) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 1 January 2016 to 3 January 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
By Resolution No. 62/IV/2015 of 29 May 2017, the ENERGA SA Supervisory Board accepted the Supervisory Board's activity report for the financial year 2016 which included, among others, activity reports of the Audit Committee and the Nomination and Compensation Committee and an evaluation of the Supervisory Board's work in 2016.
In the period from 1 January 2016 to 3 January 2016, Mr. Roman Pionkowski discharged the function of President of the Management Board as a Supervisory Board Member seconded to the Management Board.
to grant a discharge to Mr. Jacek Kościelniak on the performance of his duties in the Supervisory Board of ENERGA SA in 2016
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Jacek Kościelniak (PESEL: 63100910837) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 30 December 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Ms. Agnieszka Terlikowska-Kulesza on the performance of her duties in the Supervisory Board of ENERGA SA in 2016.
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Ms. Agnieszka Terlikowska-Kulesza (PESEL: 66042000060) is hereby granted a discharge on the performance of her duties in the Supervisory Board of ENERGA SA for the period from 8 September 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Mr. Maciej Żółtkiewicz on the performance of his duties in the Supervisory Board of ENERGA SA in 2016 ----------------------------------
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Maciej Żółtkiewicz (PESEL: 54011604931) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 7 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Mr. Andrzej Powałowski on the performance of his duties in the Supervisory Board of ENERGA SA in 2016 ----------------------------------
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Andrzej Powałowski (PESEL: 51100302510) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 7 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to grant a discharge to Mr. Marek Szczepaniec on the performance of his duties in the Supervisory Board of ENERGA SA in 2016
Acting pursuant to Article 393 Item 1 and Article 395 § 2 Item 3 of the Commercial Company Code, the following is hereby resolved:
§ 1
Mr. Marek Szczepaniec (PESEL: 64081800357) is hereby granted a discharge on the performance of his duties in the Supervisory Board of ENERGA SA for the period from 7 January 2016 to 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 395 § 2 Item 3 of the Commercial Company Code, the Annual General Meeting grants a discharge to members of the company's governing bodies on the performance of their duties.
In the financial year 2016, the ENERGA SA Supervisory Board performed its tasks in accordance with the generally applicable provisions of law, including the Commercial Company Code, and with the Company's Articles of Association and the Supervisory Board Bylaws.
to approve the Management Board Report on the activity of the ENERGA SA Group for the year ended 31 December 2016 -----------------------------------------
Acting pursuant to Article 63c section 4 of the Accounting Act of 29 September 1994 and Article 395 § 5 of the Commercial Company Code, the Annual General Meeting hereby resolves to:
§ 1
Approve the Management Board Report on the activity of the ENERGA SA Group for the year ended 31 December 2016.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to Article 55 section 2 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws 2013 Item 330, as amended), the Management Board Report on the activity of the ENERGA SA Group for the year ended 31 December 2016 was adopted by the Management Board of the Company with Resolution No. 552/V/2017 of 22 May 2017.
By the Resolution No. 64/IV/2017 of 29 May 2017, the Supervisory Board of ENER-GA SA issued a positive opinion on the report and moved to the Annual General Meeting to approve the report.
This Management Board Report on the activity of the ENERGA SA Group is subject to examination and approval by the Company's General Meeting pursuant to Article 63c section 4, in conjunction with Article 55 section 2 of the Accounting Act of 29 September 1994.
to examine and approve the consolidated financial statements of the ENERGA SA
Group for the year ended 31 December 2016
Acting pursuant to Article 63c section 4 of the Accounting Act of 29 September 1994 and Article 395 § 5 of the Commercial Company Code, the Annual General Meeting hereby resolves to:
§ 1
Approve the consolidated financial statements of the ENERGA SA Group prepared in accordance with the International Financial Reporting Standards as endorsed by the European Union, for the year ended 31 December 2016, which include:
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to 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 the ENERGA SA Group for the year ended 31 December 2016 prepared in accordance with the International Financial Reporting Standards was adopted by the Management Board of the Company with Resolution No. 552/V/2017 of 22 May 2017.
By the Resolution No. 63/IV/2016 of 29 May 2017, the Supervisory Board of ENER-GA SA issued a positive opinion on the statements and stating that they accurately and clearly present all the information material to evaluation of the economic and financial standing and the financial performance of the ENERGA Group in 2016 and moved to the Annual General Meeting to approve these statements.
These consolidated financial statements of the Group are subject to examination and approval by the Company's General Meeting pursuant to Article 395 § 5 of the Commercial Company Code and Article 63c section 4 of the Accounting Act.
to set the number of members of the ENERGA SA Supervisory Board.
Acting pursuant to Article 385 § 1 of the Commercial Company Code and § 18 section 1, section 2 of the Company's Articles of Association, the Annual General Meeting hereby resolves to:
§ 1
The Supervisory Board of ENERGA SA consists of.... (in words: ......) members.
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to § 18 section 2 of ENERGA SA's Articles of Association, the Company's General Meeting sets the number of the Supervisory Board members. It may comprise from 5 to 12 people.
Adoption of this resolution is required in order to determine the extent of the personal right, i.e. the number of Supervisory Board members identified by the authorized shareholder mentioned in § 33 of the Company's Articles of Association.
Depending on the number of Supervisory Board members set by this resolution, the shareholder referred to in § 33 of the Company's Articles of Association has the personal right to appoint and dismiss a relevant number of Supervisory Board Members, i.e.: if the Supervisory Board consists of:
The authorized shareholder appoints and dismisses Supervisory Board members through its written statements submitted to the Management Board. Such a statement shall be considered submitted at the time of its delivery.
to appoint a Member of the ENERGA SA Supervisory Board of the 5th term of office
Acting pursuant to Article 385 § 1 of the Commercial Company Code and § 18 section 2 of the Company's Articles of Association, the Annual General Meeting hereby resolves to:
Appoint Mrs./Mr. ………………………………………… PESEL no. ……………… as Member of the ENERGA SA Supervisory Board of the joint 5th term of office.
§ 1
§ 2
This resolution shall come into force on the date of its adoption.
Pursuant to § 18 sec. 2 of the Articles of Association of ENERGA SA, powers of the ENERGA SA General Meeting include appointing Members of the Company's Supervisory Board, in the number arising from the personal rights of the Shareholder - State Treasury to appoint a specified number of Supervisory Board members, i.e. when the Supervisory Board consists of:
The authorized shareholder appoints and dismisses Supervisory Board members through its written statements submitted to the Management Board. Such a statement shall be considered submitted at the time of its delivery.
Accordingly, the Management Board of ENERGA SA believes that this resolution is warranted and justified.
to appoint a Member of the ENERGA SA Supervisory Board of the 5th term of office meeting the independence criteria ----------------------------------------------
Acting pursuant to Article 385 § 1 of the Commercial Company Code and § 18 sections 2 and 6 of the Company's Articles of Association, the Annual General Meeting hereby resolves to:
Appoint Mrs./Mr. ……………………………………… PESEL no. ………………… as Member of the ENERGA SA Supervisory Board of the 5th joint term of office meeting the criteria of independence as set forth in § 23b sec. 2 of ENERGA SA's Articles of Association.
This resolution shall come into force on the date of its adoption.
Pursuant to § 18 sec. 6 of the ENERGA SA Articles of Association, in the period during which the Company is a public company, at least two Supervisory Board members appointed by the General Meeting should meet the criteria envisaged for independent supervisory board members within the meaning of the European Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC), including the requirements following from the Code of Best Practice for Warsaw Stock Exchange Listed Companies.
A candidate for an independent Supervisory Board member is obligated to submit to the Company, before being appointed to the Supervisory Board, a written representation on meeting the independence criteria.
The Company's Management Board intends to comply with all the principles prescribed by the Code of Best Practice for Warsaw Stock Exchange Listed Companies, however compliance with this rule is conditional upon the General Meeting making a decision to elect two members of the ENERGA SA Supervisory Board who meet the independence criteria mentioned above.
Accordingly, the Management Board of ENERGA SA believes that adoption of the resolutions by the Annual General Meeting of the Company and election of two independent Members of the Supervisory Board is warranted and justified.
Appendix to Current Report No. 25/2017 on resolutions adopted by ENERGA SA AGM on 26 June 2017
DRAFT Attachment No. 29
………………, date ……………… 2017
……………………………………
(first name and surname)
…………………………………… PESEL no.
I hereby declare that I meet the criteria envisaged for independent supervisory board members within the meaning of the European Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory directors of listed companies and on the committees of the (supervisory) board (2005/162/EC), including the requirements following from the Code of Best Practice for Warsaw Stock Exchange Listed Companies, including in particular:
At the same time I represent that:
1 this concerns financial, family and other relationships which may affect the position of a Supervisory Board member on the issue decided by the Supervisory Board.
4) I agree to be a candidate for a Member of the ENERGA SA Supervisory Board.
………………………………………………….. (signature of the person making the representation)
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