AGM Information • Jun 28, 2017
AGM Information
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concerning the election of Chairperson of the Ordinary General Meeting
Acting pursuant to Article 409 § 1 of the Commercial Companies Code and § 32 of the Company Statutes, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting of the Company elects Ms Anna Kowalik as Chairperson of the Ordinary General Meeting of the Company.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 328 896 726
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
The resolution was adopted in a secret ballot.
concerning the adoption of the agenda of the Ordinary General Meeting
The Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting adopts the following agenda of the Ordinary General Meeting:
management consultancy services as well as introducing amendments into such agreements,
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 328 896 726
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
The resolution was adopted in a open ballot.
concerning the adoption of a decision not to elect the Returning Committee
Acting pursuant to § 16 clause 6 of the Regulations of the General Meeting of PGE Polska Grupa Energetyczna S.A., the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw (the "Company"), adopts as follows:
§ 1 The Ordinary General Meeting decides not to elect the Returning Committee.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 328 896 716
The number of votes cast against the resolution: 0
The number of abstaining votes: 10
The resolution was adopted in a open ballot.
concerning the approval of the PGE Polska Grupa Energetyczna S.A. Financial Statements for the year 2016 consistent with IFRS-EU
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code and Article 53 clause 1 of the Accounting Act, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting approves the "PGE Polska Grupa Energetyczna S.A. Separate Financial Statements for the year 2016 ended 31 December 2016 in accordance with IFRS-EU" comprising the following elements audited by a statutory auditor:
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 326 673 054
The number of votes cast against the resolution: 0
The number of abstaining votes: 2 223 672
The resolution was adopted in a open ballot.
concerning the approval of the PGE Polska Grupa Energetyczna S.A. Consolidated Financial Statements for the year 2016 consistent with IFRS-EU
Acting pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63 c clause 4 of the Accounting Act, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting approves the "PGE Polska Grupa Energetyczna S.A. Consolidated Financial Statements for the year 2016 ended 31 December 2016 in accordance with IFRS-EU", comprising the following elements audited by a statutory auditor:
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 326 673 054
The number of votes cast against the resolution: 0
The number of abstaining votes: 2 223 672
The resolution was adopted in a open ballot.
concerning the approval of the Management Board's Report on the activities of the PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 5 of the Commercial Companies Code and Article 63 c clause 4 in connection with the Article 55 clause 2a of the Accounting Act, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting approves the "Report of the Management Board on the activities of the PGE Polska Grupa Energetyczna S.A. and PGE Capital Group for the year 2016 ended 31 December 2016".
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 326 669 231
The number of votes cast against the resolution: 20
The number of abstaining votes: 2 227 475
The resolution was adopted in a open ballot.
concerning the distribution of the PGE Polska Grupa Energetyczna S.A. net profit for the financial year 2016
Acting pursuant to Article 395 § 2 item 2 and Article 348 § 3 of the Commercial Companies Code, and § 43 clause 5 of the Statutes of PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw (the "Company"), adopts as follows:
§ 1
The Ordinary General Meeting decides to allocate the Company's net profit for the financial year 2016 in the amount of PLN 1,597,678,012.98 (say: one billion five hundred and ninety seven million, six hundred and seventy eight thousand and twelve zloty and ninety-eight groszy) to the Company's supplementary capital.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 328 892 883
The number of votes cast against the resolution: 3 843
The number of abstaining votes: 0
The resolution was adopted in a open ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Anna Kowalik for the financial year 2016 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Małgorzata Mika – Bryska for the financial year 2016 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January 2016 to 2 march 2016 and in connection with her performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 2 march 2016 to 5 September 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 227 485
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jacek Barylski for the financial year 2016 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 1 January 2016 to 1 March 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 695 132
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Małgorzata Molas for the financial year 2016 in connection with her performance of the duties of the Secretary of the Supervisory Board in the period from 1 January 2016 to 1 March 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 288 192
The number of votes cast for the resolution: 1 300 548 932
The number of votes cast against the resolution: 25 515 608
The number of abstaining votes: 2 223 652
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jarosław Gołębiewski for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2016 to 1 March 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 695 132
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Piotr Machnikowski for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2016 to 5 February 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 695 132
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Marek Ściążko for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2016 to 1 March 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 695 132
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jacek Fotek for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2016 to 1 March 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 695 132
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Marek Pastuszko for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 28 January 2016 to 25 February 2016 and in connection with his performance of the duties as delegated to perform temporarily the responsibilities of a Member of the Management Board in the period from 29 January 2016 to 25 February 2016.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 695 142
The number of abstaining votes: 2 223 652
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Paweł Śliwa for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 March 2016 to 22 March 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 695 142
The number of abstaining votes: 2 223 652
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Janina Goss for the financial year 2016 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 947 932
The number of votes cast against the resolution: 25 721 309
The number of abstaining votes: 2 227 485
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Mateusz Gramza for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 227 485
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
§ 1
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jarosław Głowacki for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Witold Kozłowski for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 5 September 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 319
The number of abstaining votes: 2 223 652
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Grzegorz Kuczyński for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 march 2016 to 2 march 2016 and in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 2 March 2016 to 31 December 2016.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Radosław Osiński for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 5 September 2016 to 13 September 2016 and in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 13 September 2016 to 31 December 2016.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Mieczysław Sawaryn for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
§ 1
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Artur Składanek for the financial year 2016 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 March 2016 to 31 December 2016.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 326 673 074
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 10
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Marek Woszczyk for the financial year 2016 in connection with his performance of the duties of the President of the Management Board in the period from 1 January 2016 to 30 March 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 942
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 227 475
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Dariusz Marzec for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Development in the period from 1 January 2016 to 29 January 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 227 485
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Grzegorz Krystek for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Operations and Trading in the period from 1 January 2016 to 30 March 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 942
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 227 475
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Jacek Drozd for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Corporate Affairs in the period from 1 January 2016 to 29 January 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 977 932
The number of votes cast against the resolution: 25 691 319
The number of abstaining votes: 2 227 475
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Henryk Baranowski for the financial year 2016 in connection with his performance of the duties of the President of the Management Board in the period from 31 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Ryszard Wasiłek for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Development in the period from 7 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Boleslaw Jankowski for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Trading in the period from 31 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 765
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 652
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Marek Pastuszko for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Corporate Affairs in the period from 25 February 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Emil Wojtowicz for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Finance in the period from 15 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 319
The number of abstaining votes: 2 223 652
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Marta Gajęcka for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Market Development and International Relations in the period from 31 March 2016 to 31 December 2016.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 981 755
The number of votes cast against the resolution: 25 691 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2016
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Paweł Śliwa for the financial year 2016 in connection with his performance of the duties of the Vice President of the Management Board for Innovations in the period from 31 March 2016 to 31 December 2016.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 300 984 755
The number of votes cast against the resolution: 25 688 309
The number of abstaining votes: 2 223 662
The resolution was adopted in a secret ballot.
concerning an amendment to resolution no. 4 adopted by the Extraordinary General Meeting on 14 December 2016
The Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company") adopts as follows :
The General Meeting amends § 3 clause 3 of resolution no. 4 adopted by the Extraordinary General Meeting on 14 December 2016. The amended resolution receives the following wording: "3. The General Meeting establishes the following additional Managerial Objectives whose achievement determines the possibility of receiving the variable part of a remuneration: a) implementing the principles of remunerating members of the management and supervisory bodies in all companies belonging to the Capital Group in accordance with the provisions of the Act by 30 June 2017, b) determining the composition of the supervisory boards in all companies belonging to the Capital Group in such a manner that their members hold qualifications required of members of supervisory boards, such qualifications being confirmed by a positive result of the examination for candidates for members of supervisory boards, or hold qualifications exempting them from the obligation to pass the examination, in particular hold a doctoral degree in economic sciences or law, or are entered in the list of legal counsels, attorneys, expert auditors or investment advisers by 31 December 2017, c) fulfilling the obligations specified in Articles 17-20, Article 22 and Article 23 of the Act on the Management of State-owned Property of 16 December 2016 by 31 December 2017 ".
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 161 672 472
The number of votes cast against the resolution: 125 044 711
The number of abstaining votes: 42 179 543
The resolution has been adopted in an open ballot.
concerning amendments to § 11 of the Company Statutes
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting introduces the following amendments into the content of the Company Statutes:
§ 11 clause 9 receives the following wording:
"9. Each shareholder who intends to participate in the General Meeting, directly or by proxy, shall be obliged, without a separate call referred to in clause 10 below, to notify the Management Board or the Chairperson of the General Meeting of the fact that he holds, directly or indirectly, more than 10% (ten percent) of the total number of votes in the Company. The above obligation shall not apply to shareholders specified in § 46 clause 1.".
The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 153 746 104
The number of votes cast against the resolution: 132 974 912
The number of abstaining votes: 42 175 710
The resolution has been adopted in an open ballot.
concerning amendments to § 15 of the Company Statutes
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting introduces the following amendments into the content of the Company Statutes:
In § 15, clauses 3 and 4 are added with the following wording:
4. A candidate for a member of the Management Board may not meet any of the following conditions:
or a trade union functioning in a company belonging to the capital group,
5) a candidate's social or business activities are in conflict with the interests of the company."
The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 226 737 327
The number of votes cast against the resolution: 102 131 699
The number of abstaining votes: 27 700
The resolution has been adopted in an open ballot.
concerning amendments to § 16 of the Company Statutes
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting introduces the following amendments into the content of the Company Statutes:
In § 16, clause 4 is added with the following wording:
"4. The Supervisory Board shall appoint a Member of the Management Board after conducting a recruitment procedure whose objective is to check and assess candidates' qualifications and to choose the best candidate for a Member of the Management Board.
The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.
The number of votes cast for the resolution: 1 220 862 341
The number of votes cast against the resolution: 108 006 675
The number of abstaining votes: 27 710
The resolution has been adopted in an open ballot.
concerning amendments to § 18 of the Company Statutes
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting introduces the following amendments into the content of the Company Statutes:
"6) providing opinions on the principles of conducting sponsoring activities and assessing the effectiveness of sponsoring activities conducted by the Company.".
"12) providing opinions on the Management Board's reports on representation expenses, expenses on legal services, marketing services, public relations services and social communication services, as well as management consultancy services,
13) providing opinions on changes in the principles of the disposal of the non-current assets specified in § 411 ,
14) approving the remuneration policy for the capital group,".
"subject to § 37 clause 3,"
"3) the Company's entering into the following agreements:
c) agreements for the provision of legal services, marketing services, public relations services, social communication services and management consultancy services if the value of planned combined remuneration for provided services exceeds the net amount of 500,000 zlotys per year,
d) changes in agreements for the provision of legal services, marketing services, public relations services, social communication services and management consultancy services if such changes increase the amount of remuneration above the amount referred to in letter c,
"13) the manner of exercising the voting right by a representative of PGE Polska Grupa Energetyczna S.A. at General Meetings of companies for which the Company is the parent company within the meaning of Article 4 item 3 of the Competition and Consumer Protection Act of 16 February 2007 (Journal of Laws of 2017, item 229), in the following matters:
a) the establishment of another company by a company,
The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 226 794 285
The number of votes cast against the resolution: 102 074 721
The number of abstaining votes: 27 720
The resolution has been adopted in an open ballot.
concerning amendments to the Company Statutes
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting introduces the following amendments into the content of the Company Statutes:
§ 411 is added in the following wording:
"1. The Company's disposal of components of the non-current assets within the meaning of the Accounting Act of 29 September 1994 whose value exceeds 0.1% of the total assets established on the basis of the latest approved financial statements shall be carried out in the form of a tender procedure, unless the value of a component to be disposed of is lower than 20,000 zlotys.
3. Non-current assets shall be disposed of under the following procedure:
1) An announcement about a tender procedure shall be published in the Public Information Bulletin on the relevant website of the Minister of Energy, on the Company's website, in a visible and publicly available place in the Company's registered office and in other places used commonly for such announcements,
The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 179 828 190
The number of votes cast against the resolution: 106 892 826
The number of abstaining votes: 42 175 710
The resolution has been adopted in an open ballot.
concerning amendments to § 42 of the Company Statutes
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting introduces the following amendments into the content of the Company Statutes:
In § 42, items 8) and 9) are added with the following wording:
"8) in the companies for which the Company is the parent company within the meaning of Article 4 item 3 of the Competition and Consumer Protection Act of 16 February 2007, in connection with article 17 clause 7, Article 18 clause 2, Article 20 and Article 23 of the Act on the Management of State-owned Property, to implement the principles specified in the Act on the Management of State-owned Property,
9) to draw up, at least once a year, a report on representation expenses, expenses on legal services, marketing services, public relations services and social communication services, as well as management consultancy services and to submit such a report together with an opinion of the Supervisory Board to the General Meeting".
The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 185 706 186
The number of votes cast against the resolution: 101 014 830
The number of abstaining votes: 42 175 710
The resolution has been adopted in an open ballot.
concerning amendments to § 45 of the Company Statutes
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting introduces the following amendments into the content of the Company Statutes:
"– in the event of the lack of any other grounds specified in the Statutes -"
"(Journal of Laws of 2012, item 1059, as amended)"
"(Journal of Laws of 2015, item 196, no. 163, item 891, as amended)"
The resolution becomes effective as at the time of its adoption, with full legal effect as of the day of entering the aforementioned amendments in the register of entrepreneurs of the National Court Register.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 226 740 327
The number of votes cast against the resolution: 102 128 689
The number of abstaining votes: 27 710
The resolution has been adopted in an open ballot.
concerning authorization for the Supervisory Board to determine the consolidated text of "The Statutes of PGE Polska Grupa Energetyczna Spółka Akcyjna"
Acting pursuant to Article 430 § 5 of the Commercial Companies Code, the Ordinary General Meeting of the "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting authorizes the Supervisory Board to determine the consolidated text of the Company Statutes including the amendments adopted by the Ordinary General Meeting of Shareholders on 27 June 2017.
§ 2
The resolution becomes effective as at the day of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 224 748 314
The number of votes cast against the resolution: 104 148 402
The number of abstaining votes: 10
The resolution has been adopted in an open ballot.
concerning changes in the composition of the Supervisory Board
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 20 clause 2 of the Statutes of PGE Polska Grupa Energetyczna S.A., The Ordinary General Meeting of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company"), adopts as follows:
The Ordinary General Meeting appoints Mr Radosław Osiński as Member of the Supervisory Board of the Company as of 27th June 2017.
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 328 896 726
The number of votes cast for the resolution: 1 108 958 965
The number of votes cast against the resolution: 137 050 174
The number of abstaining votes: 82 887 587
The resolution was adopted in a secret ballot.
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