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Energa S.A.

AGM Information Apr 16, 2020

5598_rns_2020-04-16_f2b00591-8ebb-415e-959b-40de4919a33f.pdf

AGM Information

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for remote participation in the General Meeting using means of electronic communication

    1. Pursuant to Article 4065 of the Commercial Companies Code, the participation of an entitled Shareholder or his/her Proxy in the General Meeting may be effected remotely using means of electronic communication, which may include:
    2. a. bilateral communication of the Shareholder or his/her Proxy with the General Meeting in real time;
    3. b. exercise by the Shareholder or his/her Proxy of the right to vote during the General Meeting.
    1. The Company provides the broadcast of the proceedings of the General Meeting to the Shareholder or his/her Proxy in real time.
    1. Participation in the General Meeting referred to in clause 1 shall be effected via a dedicated IT platform. The IT platform allows for the communication referred to in clause 1 letter a. by means of a text communicator.
    1. Shareholders or their Proxies using the possibility of participating in the General Meeting remotely by means of electronic communication shall bear any and all risks connected thereto, in particular those resulting from the inability to receive the broadcast, to communicate in real time or to exercise their voting rights during the General Meeting as a result of failure or disruption of the broadcast on the lines used for this purpose.
    1. Only the following e-mail address of the Company shall be used for communication between the Company and the Shareholder who wishes to participate in the General Meeting remotely by means of electronic communication: [email protected].
    1. In order to participate in the General Meeting remotely by means of electronic communication, a Shareholder entitled to participate in the General Meeting shall be obliged to notify the Company of such intention, in accordance with the requirements set forth in these Rules and Regulations and meet the technical requirements set out in Appendix 1 hereto.
    1. Within 4 days prior to the date of the General Meeting the Shareholder, or a proxy representing him/her, shall be obliged to send to the Company to the e-mail address mentioned in clause 5 a scanned declaration in the PDF format, completed and signed by him/her informing of the intention to participate in the General Meeting remotely using means of electronic communication, drawn up in accordance with the template provided in Appendix 2 (the "Declaration").
    1. In order to identify the Shareholder, and if the Shareholder is represented by a Proxy, in order to identify the Shareholder granting the power of attorney and the Proxy representing him/her, the Shareholder, or the Proxy representing him/her, shall be obliged to send to the Company to the electronic mail address given in clause 5, within the deadline and together with the Declaration, the following documents scanned to the PDF format:
    2. a. in the case of a Shareholder who is a natural person a copy of the identity card, pages of the passport allowing his/her identification or other official document confirming the Shareholder's identity;
    3. b. in the case of a Shareholder who is not a natural person a copy of the current excerpt from the relevant register or a computer printout of current information on the entity entered in the National Court Register referred to in Article 4 section 4aa of the Act of 20 August 1997 on the National Court Register or another document confirming the existence of such Shareholder and the right of its representative or representatives to represent it, together with copies of the identity card, pages of the passport allowing their identification or another official document confirming the identity of the representative or representatives authorised to represent the Shareholder,
    4. c. in the case of a Proxy who is a natural person a copy of the identity card, pages of the passport allowing his/her identification or other official document confirming the identity of the Proxy,
    5. d. in the case of a Proxy who is not a natural person a copy of the current excerpt from the relevant register or a computer printout of current information on the entity entered in the National Court Register referred to in Article 4 section 4aa of the Act of 20 August 1997 on the National Court Register or another document confirming the existence of such Proxy and the right of its representative or representatives to represent it, together with copies of the identity card, pages of the passport allowing their identification or another official document confirming the identity of the representative or representatives authorised to represent the Proxy,
    6. e. in the case of foreign entities in whose country of establishment the relevant registers are not kept, a copy of a document proving the existence of the entity and the right of its representative or representatives to represent it shall be attached instead of a copy of a current excerpt from the register referred to in letters b and d above,
    7. f. If the Shareholder is represented by a Proxy a copy of the power of attorney granted or the power of attorney in electronic form

unless the above scans and documents concerning the Shareholder and the Proxy have already been sent to the Company in accordance with the announcement on convening the General Meeting.

    1. Any and all documents referred to in clause 8 above, drawn up in a foreign language, shall be accompanied by an appropriate translation into the Polish language, rendered by a sworn translator.
  • 1 10. If the power of attorney referred to in clause 8 above to participate in the General Meeting and exercise the voting right at the General Meeting remotely granted by the Shareholder has been granted conditionally or

subject to a time limit, proof that a given condition has been met or that a given event has taken place, provided that the event from which the time limit starts has occurred.

    1. The Company, on the basis of the list of Shareholders entitled to participate in the General Meeting received in accordance with Article 4061 , Article 4062 and Article 4063 of the Commercial Companies Code, shall verify the rights of a given shareholder who sent the Company the Declaration in accordance with clause 8–10. In order to carry out a proper verification, the Company may contact the Shareholder or his/her Proxy using the contact details indicated in the Declaration.
    1. In the event any discrepancies, the Company shall request the Shareholder to remove them within a set time limit by correspondence to the e-mail address provided in the Declaration, and in the event they are not clarified within this time limit, the Company shall refuse to allow the Shareholder concerned to participate in the General Meeting remotely by means of electronic communication, notifying the Shareholder of that fact by means of appropriate information sent to the e-mail address provided in the Declaration.
    1. After positive verification of the Shareholder's rights and any power of attorney granted, the Company shall send to the Shareholder or his or her proxy, not later than 2 days before the date of the General Meeting, by 5 p.m., to the e-mail address provided by the Shareholder in the Declaration, detailed instructions concerning the method of registration and use of the IT platform enabling participation in the General Meeting remotely using means of electronic communication, together with the login and starter password used for the first registration in this platform, which shall also constitute a confirmation of the right to participate in the General Meeting remotely using means of electronic communication. The login and starter password will be password protected. The file password will be sent by SMS message to the phone number indicated in the Declaration.
    1. The Shareholder's starter password to the IT platform dedicated to remote participation in the General Meeting by means of electronic communication received from the Company shall be used only for the first registration in that platform. In order to maintain the rules of security and confidentiality in the use of the platform, the Shareholder or his/her Proxy must change the above password to his/her own in the manner described in the instruction sent with the login and starter password.
    1. Any and all risks connected with the use of electronic means of communication in order to participate in the General Meeting remotely, to communicate with the General Meeting and to vote during the meeting, involving improper or unauthorised provision of the login or password, shall lie solely with the Shareholder or his/her Proxy, and the Company shall not bear any liability in this respect.
    1. Communication with the General Meeting as well as with the Company through the system enabling participation in the General Meeting remotely by means of electronic communication as well as through the Company's email address mentioned in clause 5 of these Rules Regulations must be conducted exclusively in the Polish language.
    1. In the event of taking advantage of all the possibilities of participation in the General Meeting remotely using means of electronic communication listed in clause 1 letters a and b, the Shareholder or his/her Proxy shall have the same rights to take the floor, submit motions and their draft resolutions, vote and raise objections to the adopted resolutions, as well as appeal against the decisions made on procedural matters as a Shareholder or his/her Proxy who is physically present in the room where the General Meeting is taking place. Active participation of a shareholder in the General Meeting shall take place through a text communicator.
    1. The shareholder or his/her Proxy shall have the right to submit documents during the General Meeting in electronic form in pdf format via the platform.
    1. The Shareholder or his/her Proxy participating in the General Meeting remotely by means of electronic communication shall be subject to the same rules of procedure concerning items placed on the agenda of the General Meeting as the Shareholders or their Proxies physically present in the room where the General Meeting is taking place.
    1. Any and all formal, organisational and technical issues, as well as disputes arising during the course of the General Meeting and the participation of the Shareholder or his or her Proxy remotely, connected with such form of participation in the meeting, shall be resolved by the Chairman of the General Meeting and his or her decisions in this respect shall be binding.
    1. An Audiovisual Recording of the General Meeting constitutes a documented record of the course of the General Meeting available on the Company's website.
    1. In matters not regulated by these Rules and Regulations, the provisions of the Rules and Regulations of the General Meeting, the Company's Articles of Association and generally applicable laws shall apply.

Appendix No. 1

Technical requirements of the IT platform dedicated to the participation in the General Meeting remotely using means of electronic communication.

    1. In order to participate in the General Meeting by means of electronic communication, it is necessary to have:
    2. a. a link to the public Internet with a minimum throughput of 1 Mbps (fixed throughput during the use of the platform),
    3. b. a computer with audio and video playback capabilities, working under Windows 10 or macOS with one of the following browsers installed on it: IE, Firefox, Chrome or Safari (all these browsers are available for free download on the public Internet) and Adobe Flash Player plug-in (to be downloaded free of charge from the website of the manufacturer of this software). In addition, JavaScript must be enabled in your browser (these are the standard settings for browsers).
    1. Lower throughput of the Internet link and older versions of browsers may cause difficulties or make communication with the GM room difficult or impossible, delay the transmission, prevent the casting of votes.
    1. For the duration of use of the platform, it is suggested that the user does not use other applications that significantly burden the computer and communication link used by the platform.

Appendix No. 2

Declaration on the intention to participate in the General Meeting remotely using means of electronic communication

I, the undersigned, …………………………………… being a Shareholder/representing a Shareholder (including

as a Proxy)* of ENERGA SA: .……………………………………………………………………………………………….. (name of the Shareholder)

hereby express my intention to participate in the Ordinary / Extraordinary General Meeting of this Company convened for ………………………………………………… remotely, using means of electronic communication.

  1. I declare that, as a Shareholder, I will participate in the Ordinary/Extraordinary General Meeting in this form in person*.

I declare that, as a Shareholder, I will participate in the Ordinary / Extraordinary General Meeting in this form through a proxy*.

I declare that I am authorised to represent the Shareholder, as confirmed by the documents submitted to the Company and that I will participate in the General Meeting in this form in person.*

I declare that I am authorised to represent the Shareholder, as confirmed by the documents submitted to the Company, and that the Shareholder will participate in the General Meeting in this form through a Proxy.*

I declare that as a Proxy I am authorised to represent the Shareholder, as confirmed by the documents submitted to the Company and that I will participate in the General Meeting in this form personally.*

2. I declare that I will participate in the Ordinary / Extraordinary General Meeting with the following number of
shares: .…………………………………………………………………………………………………………………………………

in words:…………………………………………………………………………… ........................................,

which will be shown in the register of shareholders entitled to participate in the Ordinary / Extraordinary General Meeting of the Company, drawn up in accordance with Article 4061 , Article 4062 and Article 4063 of the Commercial Companies Code.

    1. I accept all the terms and conditions announced and published by the Company and the consequences of participation in the Ordinary / Extraordinary General Meeting remotely, using means of electronic communication.
    1. Details of the Shareholder / Person representing the Shareholder (including as a Proxy)* authorised to participate in the Ordinary / Extraordinary General Meeting remotely, using means of electronic communication:

First and last name: ………………………………………………… Address: …………………………………………………………………. …………………………………………………………………………... PESEL: ……………………………………………………………………. ID card/passport number*: …………………………………………… E-mail address for contact purposes and sending login: ………………………………………… Phone number for contact purposes / sending the login password: …………………………………………………

Appendices:

    1. copy of identity card / copy of passport pages
    1. copy of a current excerpt from the relevant register / computer printout of current information about the entity entered in the National Court Register
    1. other documents …………………………………………………………………………………………………………….

Signature(s) of the Shareholder/Persons authorised to represent the Shareholder (including the Proxy)*:

first and last name (title) first and last name (title)

place and date place and date

*delete as appropriate

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