AGM Information • Apr 24, 2019
AGM Information
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Pursuant to art. 19, clause 1, item 6 of the Decree of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state, the Management Board of Orange Polska S.A. ("Orange Polska", "the Company") submits content of the resolutions that were adopted by the Ordinary Annual General Meeting on April 24, 2019.
Pursuant to article 409 § 1 of the Commercial Companies Code and § 18 clause 1 of the Company's Articles of Association, the following is resolved:
§ 1
The Annual General Meeting nominates Mr Jacek Krauss as the Chairmen of the Annual General Meeting.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 877 710 608 | |
| Votes against | 0 | |
| Sustained | 1 840 071 |
On the basis of art. 53 clause 1 of the Accountancy Act and art. 393 item 1, art. 395 § 2 item 1 of the Commercial Companies Code and § 13 item 1 of the Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
§ 1
The Annual General Meeting approves the Orange Polska S.A. IFRS financial statements for 2018 that include:
The resolution comes into force on the day of its adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 875 253 669 | |
| Votes against | 0 | |
| Sustained | 4 297 010 |
On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 clause 2 of Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
§ 1
The net profit of Orange Polska S.A. for the 2018 financial year of PLN 1,004,149.76 (in words: PLN one million four thousand one hundred and forty nine 76/100) shall be allocated to the reserve capital.
§ 2
The resolution comes into force on the day of its adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 877 710 608 | |
| Votes against | 0 | |
| Sustained | 1 840 071 |
On the basis of art 395 § 2 item 2 of the Commercial Companies Code and § 13 clause 2 of Orange Polska S.A. Articles of Association, the following resolution is hereby adopted:
§ 1
The profit from previous years of Orange Polska S.A. disclosed in the Company's Financial Statements for the 2018 financial year of PLN 598,705,137.63 (in words: PLN five hundred and ninety eight million seven hundred and five thousand one hundred and thirty seven 63/100), shall be allocated to the reserve capital.
§ 2
Allocated to the reserve capital amount of PLN 598,705,137.63 (in words: PLN five hundred and ninety eight million seven hundred and five thousand one hundred and thirty seven 63/100), referred to in § 1 may be distributed as a dividend.
The resolution comes into force on the day of its adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 877 710 608 | |
| Votes against | 0 | |
| Sustained | 1 840 071 | |
On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial Companies Code, the following resolution is hereby adopted:
§ 1
The Annual General Meeting approves the Management Board report on the activity of Orange Polska Group and Orange Polska S.A. in the 2018 financial year.
§ 2
The resolution comes into force on the day of its adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 875 253 669 | |
| Votes against | 0 | |
| Sustained | 4 297 010 |
On the basis of art. 63c clause 4 of the Accountancy Act and art. 395 § 5 of the Commercial Companies Code the following resolution is hereby adopted:
§ 1
The Annual General Meeting approves the Orange Polska Group IFRS consolidated financial statements for 2018 that include:
The resolution comes into force on the day of its adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 875 253 669 | |
| Votes against | 0 | |
| Sustained | 4 297 010 |
on granting approval of the performance of duties of the Management Board's President of Orange Polska S.A.
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Jean-François Fallacher of his duties as the President of the Orange Polska S.A. Management Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Mariusz Gaca of his duties as a member of the Orange Polska S.A. Management Board in financial year 2018 is granted.
§ 2
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Ms. Bożena Leśniewska of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
on granting approval of the performance of duties of the Management Board's member of Orange Polska S.A.
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Maciej Nowohoński of his duties as a member of the Orange Polska S.A. Management Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Jacek Kowalski of his duties as a member of the Orange Polska S.A. Management Board in financial year 2018 is granted.
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Ms. Jolanta Dudek of her duties as a member of the Orange Polska S.A. Management Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
on granting approval of the performance of duties of the Management Board's member of Orange Polska S.A.
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Piotr Jaworski of his duties as a member of the Orange Polska S.A. Management Board in financial year 2018 is granted.
§ 2
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Witold Drożdż of his duties as a member of the Orange Polska S.A. Management Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Maciej Witucki of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Gervais Pellissier of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Marc Ricau of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Ms. Henryka Bochniarz of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
The approval of the performance by Mr. Thierry Bonhomme of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Federico Colom Artola of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Jean-Marie Culpin of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Eric Debroeck of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Ramon Fernandez of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. John Russell Houlden of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Michał Kleiber of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Patrice Lambert de Diesbach of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to | ||
|---|---|---|
| 879 550 679 shares that account for 67.02% of the share capital | ||
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
The approval of the performance by Ms. Maria Pasło-Wiśniewska of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Wiesław Rozłucki of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 688 valid votes, corresponding to 879 550 688 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 278 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Ms. Valérie Thérond of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Resolution no 30 of Annual General Meeting of Orange Polska S.A. dated 24 April 2019
Pursuant to article 393 point 1 and article 395 § 2 point 3 of the Commercial Companies Code and § 13.3 of the Company's Articles of Association, the following is resolved:
§ 1
The approval of the performance by Mr. Jean-Marc Vignolles of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2018 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
||
|---|---|---|
| Votes in favour | 874 106 269 | |
| Votes against | 1 147 400 | |
| Sustained | 4 297 010 |
Pursuant to article 385 of the Commercial Companies Code and § 13.9 of the Company's Articles of Association, the following is resolved:
§ 1
Mr. Maciej Witucki is appointed to the Orange Polska S.A. Supervisory Board.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 688 valid votes, corresponding to 879 550 688 shares that account for 67.02% of the share capital |
|
|---|---|
| Votes in favour | 818 796 829 |
| Votes against | 18 913 788 |
| Sustained | 41 840 071 |
Pursuant to article 385 of the Commercial Companies Code and § 13.9 of the Company's Articles of Association, the following is resolved:
§ 1
Mr Eric Debroeck is appointed to the Orange Polska S.A. Supervisory Board.
§ 2
| There were submitted 879 550 688 valid votes, corresponding to 879 550 688 shares that account for 67.02% of the share capital |
|
|---|---|
| Votes in favour | 822 183 344 |
| Votes against | 15 527 273 |
| Sustained | 41 840 071 |
Pursuant to article 385 of the Commercial Companies Code and § 13.9 of the Company's Articles of Association, the following is resolved:
§ 1
Mr. Michał Kleiber is appointed to the Orange Polska S.A. Supervisory Board.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 688 valid votes, corresponding to 879 550 688 shares that account for 67.02% of the share capital |
|
|---|---|
| Votes in favour | 828 042 345 |
| Votes against | 9 668 272 |
| Sustained | 41 840 071 |
Pursuant to article 385 of the Commercial Companies Code and § 13.9 of the Company's Articles of Association, the following is resolved:
§ 1
Ms. Monika Nachyła is appointed to the Orange Polska S.A. Supervisory Board.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 679 valid votes, corresponding to 879 550 679 shares that account for 67.02% of the share capital |
|
|---|---|
| Votes in favour | 828 042 336 |
| Votes against | 9 668 272 |
| Sustained | 41 840 071 |
Pursuant to article 385 of the Commercial Companies Code and § 13.9 of the Company's Articles of Association, the following is resolved:
§ 1
Mr. Gervais Pellissier is appointed/removed to the Orange Polska S.A. Supervisory Board.
§ 2
| There were submitted 879 550 688 valid votes, corresponding to | |
|---|---|
| 879 550 688 shares that account for 67.02% of the share capital | |
| Votes in favour | 822 183 344 |
| Votes against | 15 527 273 |
| Sustained | 41 840 071 |
Pursuant to article 385 of the Commercial Companies Code and § 13.9 of the Company's Articles of Association, the following is resolved:
§ 1
Mr. Marc Ricau is appointed to the Orange Polska S.A. Supervisory Board.
§ 2
The resolution enters into force upon adoption.
| There were submitted 879 550 688 valid votes, corresponding to 879 550 688 shares that account for 67.02% of the share capital |
|
|---|---|
| Votes in favour | 821 607 438 |
| Votes against | 16 103 179 |
| Sustained | 41 840 071 |
Pursuant to article 385 of the Commercial Companies Code and § 13.9 of the Company's Articles of Association, the following is resolved:
§ 1
Mr. Jean-Michel Thibaud is appointed to the Orange Polska S.A. Supervisory Board.
§ 2
| There were submitted 879 550 688 valid votes, corresponding to 879 550 688 shares that account for 67.02% of the share capital |
|
|---|---|
| Votes in favour | 822 183 344 |
| Votes against | 15 527 273 |
| Sustained | 41 840 071 |
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