AGM Information • Apr 22, 2022
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 22, 2022.
§ 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 992 272 644 valid votes, corresponding to | ||
|---|---|---|
| 992 272 644 shares that account for 75.61% of the share capital | ||
| Votes in favour | 992 272 644 | |
| Votes against | 0 | |
| Sustained | 0 |
On the basis of art. 53 clause 1 of the Accounting 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 2021 which include:
1
The resolution comes into force on the day of its adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 991 081 568 | |
| Votes against | 235 340 | |
| Sustained | 955 745 |
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 income of Orange Polska S.A. for the 2021 financial year of PLN 915,493,003.09 (in words: PLN nine hundred and fifteen million four hundred and ninety three thousand three 09/100) shall be divided in the following manner:
§ 2
The amount allocated to the reserve capital, referred to in § 1 point 3 may be distributed as a dividend.
§ 3
Persons being the Company's shareholders on 22 June 2022 (the Dividend Day) shall be entitled to the dividend.
§ 4
The dividend shall be paid on 6 July 2022.
The resolution comes into force on the day of its adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 992 272 653 | |
| Votes against | 0 | |
| Sustained | 0 |
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 2021 financial year.
§ 2
The resolution comes into force on the day of its adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 991 316 908 | |
| Votes against | 0 | |
| Sustained | 955 745 |
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 2021, which include:
§ 2
The resolution comes into force on the day of its adoption.
There were submitted 992 272 653 valid votes, corresponding to
| 992 272 653 shares that account for 75.61% of the share capital | ||
|---|---|---|
| Votes in favour | 991 081 568 | |
| Votes against | 235 340 | |
| Sustained | 955 745 |
§ 1
The Supervisory Board of the Orange Polska S.A. report for the 2021 financial year is approved.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 991 316 908 | |
| Votes against | 0 | |
| Sustained | 955 745 |
The approval of the performance by Mr. Julien Ducarroz of his duties as the President of the Orange Polska S.A. Management Board in financial year 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
on granting approval of the performance of duties of the Management Board's President/member
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 1
The approval of the performance by Ms. Bożena Leśniewska of her duties as a member of the Orange Polska S.A. Management Board in financial year 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
on granting approval of the performance of duties of the Management Board's President/member
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
Resolution no 12 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on granting approval of the performance of duties of the Management Board's President/member 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
The approval of the performance by Mr. Jacek Kunicki of his duties as a member of the Orange Polska S.A. Management Board in financial year 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
| There were submitted 992 272 653 valid votes, corresponding to | |
|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | |
| Votes in favour | 990 072 445 |
| Votes against | 306 117 |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
on granting approval of the performance of duties of the Supervisory Board member
§ 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 2021 is granted.
| There were submitted 992 272 653 valid votes, corresponding to | |
|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | |
| Votes in favour | 990 072 445 |
| Votes against | 306 117 |
| Sustained | 1 894 091 |
§ 1
The approval of the performance by Mr. Philippe Béguin of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 1
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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
on granting approval of the performance of duties of the Supervisory Board member
§ 1
The approval of the performance by Ms. Bénédicte David of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2021 is granted.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 1
The approval of the performance by Ms. Marie-Noëlle Jégo-Laveissière of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2021 is granted.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 1
The approval of the performance by Ms. Monika Nachyła of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2021 is granted.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 1
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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 1
The approval of the performance by Ms. Wioletta Rosołowska of her duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 1
The approval of the performance by Mr. Jean-Michel Thibaud of his duties as a member of the Orange Polska S.A. Supervisory Board in financial year 2021 is granted.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
§ 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 2021 is granted.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 990 072 445 | |
| Votes against | 306 117 | |
| Sustained | 1 894 091 |
on expressing an opinion on the annual report on remuneration prepared by the Supervisory Board
§ 1
A positive opinion on the annual report on remuneration of the Members of the Management Board and Supervisory Board of Orange Polska S.A. in 2021 prepared by the Supervisory Board is expressed.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 841 634 562 | |
| Votes against | 106 520 593 | |
| Sustained | 44 117 498 |
§ 1
The Annual General Meeting adopts the Diversity management policy for Members of the Supervisory Board of Orange Polska S.A., attached hereto.
Attachment
The diversity management policy for Members of the Supervisory Board ("Policy") supports the adherence to the highest corporate governance standards and the achievement of Orange Polska S.A. ("Orange Polska") business goals. It also supports the adherence to the values contained in Orange Polska's Code of Ethics and the implementation of the Company's CSR strategy and the goals of Sustainable Development.
This Policy is consistent with the Diversity Management Policy of Orange Polska adopted on 19 September 2016. It is also a reference to Orange Group's principles and standards with regard to diversity management.
The purpose of the Policy is to:
In the process of selection of members of Orange Polska's the Supervisory Board, the General Meeting:
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 992 272 653 | |
| Votes against | 0 | |
| Sustained | 0 |
Resolution no 34 of Annual General Meeting of Orange Polska S.A. dated 22 April 2022 on appointment of a Supervisory Board member
Mr. Bartosz Dobrzyński is appointed to the Orange Polska S.A. Supervisory Board.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 826 569 362 | |
| Votes against | 121 351 983 | |
| Sustained | 44 351 308 |
§ 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 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 826 569 362 | |
| Votes against | 121 351 983 | |
| Sustained | 44 351 308 |
§ 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 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 826 569 362 | |
| Votes against | 121 351 983 | |
| Sustained | 44 351 308 |
§ 1
Mr. Jean-Michel Thibaud is appointed to the Orange Polska S.A. Supervisory Board.
§ 2
The resolution enters into force upon adoption.
| There were submitted 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 826 569 362 | |
| Votes against | 121 351 983 | |
| Sustained | 44 351 308 |
§ 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 992 272 653 valid votes, corresponding to | ||
|---|---|---|
| 992 272 653 shares that account for 75.61% of the share capital | ||
| Votes in favour | 826 569 362 | |
| Votes against | 121 351 983 | |
| Sustained | 44 351 308 |
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