AGM Information • Nov 15, 2018
AGM Information
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Acting pursuant to article 409 § 1 of the Commercial Companies Code and § 32 of the Company Statutes, the Extraordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Extraordinary General Meeting elects Ms Anna Kowalik as Chairperson of the Extraordinary General Meeting of the Company.
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 405 061 430 The number of votes cast for the resolution: 1 405 061 430 The number of votes cast against the resolution: 0 The number of abstaining votes: 0
The resolution has been adopted in a secret ballot.
concerning the adoption of the agenda of the Extraordinary General
The Extraordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Extraordinary General Meeting of the Company adopts the following agenda of the Extraordinary General Meeting:
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 405 061 430
The number of votes cast for the resolution: 1 405 061 430
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
The resolution has been 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 Extraordinary General Meeting of the company"PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
The Extraordinary General Meeting decides not to elect the Returning Committee.
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 405 061 430 The number of votes cast for the resolution: 1 405 061 430 The number of votes cast against the resolution: 0 The number of abstaining votes: 0
The resolution has been adopted in a open ballot.
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Company Statutes, the Extraordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company") adopts as follows:
The Extraordinary General Meeting introduces the following amendments into the content of the Company Statutes:
In § 37, clause 3 is added with the following wording:
"3. The consent of the General Meeting is required for the following:
1) the Company's disposal of shares/interests in a company with respect to which frequencies from the ranges 452.5-457.5 MHz and 462.5-467.5 MHz have been reserved pursuant to a decision on frequency reservation to be issued, after consultations with the minister competent for energy-related matters, by the President of the Electronic Communication Office,
2) the determination of the manner of voting at the General Meeting of a company with respect to which frequencies from the ranges 452.5-457.5 MHz and 462.5-467.5 MHz have been reserved pursuant to a decision on frequency reservation to be issued, after consultations with the minister competent for energy-related matters, by the President of the Electronic Communication Office, on matters concerning amendments to such a company's statutes / articles of association."
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: 1 405 061 430
The number of votes cast for the resolution: 1 238 431 882
The number of votes cast against the resolution: 124 155 787
The number of abstaining votes: 42 473 761
The resolution has been adopted in an open ballot.
Acting pursuant to Article 430 § 5 of the Commercial Companies Code, the Extraordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company") adopts as follows:
The Extraordinary General Meeting of the Company authorizes the Supervisory Board to determine the consolidated text of the Company Statutes including the amendments to the Company Statutes adopted by the Extraordinary General Meeting on 14th November 2018.
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 405 061 430
The number of votes cast for the resolution: 1 238 431 882
The number of votes cast against the resolution: 124 155 787
The number of abstaining votes: 42 473 761
The resolution has been adopted in an open ballot.
changes in the composition of the Supervisory Board of the company PGE Polska Grupa Energetyczna S.A. with its registered office in Warsaw
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 20 clause 2 and 3 of the Company Statutes, the Extraordinary General Meeting of the Company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("the Company"), adopts as follows:
§ 1
The Extraordinary General Meeting dismisses Mr Artur Bartoszewicz from the Supervisory Board of the eleventh term of office as of 14 November 2018.
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 405 061 430 The number of votes cast for the resolution: 1 101 999 559 The number of votes cast against the resolution: 130 136 705 The number of abstaining votes: 172 925 166
The resolution was adopted in a secret ballot.
changes in the composition of the Supervisory Board of the company PGE Polska Grupa Energetyczna S.A. with its registered office in Warsaw
Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 20 clause 2 and 3 of the Company Statutes, the Extraordinary General Meeting of the Company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("the Company"), adopts as follows:
The Extraordinary General Meeting appoints Mr Radosław Winiarski as a Member of the Supervisory Board of the eleventh term of office as of 14 November 2018.
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 405 061 430 The number of votes cast for the resolution: 1 136 974 298 The number of votes cast against the resolution: 130 161 966 The number of abstaining votes: 137 925 166
The resolution was adopted in a secret ballot.
concerning the payment of the costs related to the convening and holding of the Extraordinary General Meeting
Acting pursuant to Article 400 § 4 of the Commercial Companies Code, the Extraordinary General Meeting of the company"PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company") adopts as follows:
§ 1
The Extraordinary General Meeting decides that the costs related to the convening and holding of this Extraordinary General Meeting are to be borne by the Company.
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 405 061 430 The number of votes cast for the resolution: 1 280 905 643 The number of votes cast against the resolution: 119 383 387 The number of abstaining votes: 4 772 400
The resolution was adopted in an open ballot.
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