AGM Information • May 30, 2018
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 Statutes of the company PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of the company "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 Mr/Ms [●] 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: ……………………… |
|---|
| The number of votes cast for the resolution: ……………… |
| The number of votes cast against the resolution: …………. |
| The number of abstaining votes: ………………………… |
The Ordinary General Meeting of the company "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:
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ……………………… The number of votes cast for the resolution: ……………… The number of votes cast against the resolution: …………. The number of abstaining votes: …………………………..
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 the company PGE Polska Grupa Energetyczna S.A., the Ordinary General Meeting of the company "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: ……………………… The number of votes cast for the resolution: ……………… The number of votes cast against the resolution: …………. The number of abstaining votes: …………………………..
concerning the approval of the EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2017 (in million zlotys)
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code as well as § 53 clause 1 of the Accounting Act, the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company") adopts as follows:
The Ordinary General Meeting of the Company approves "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year ended 31 December 2017" (in million zlotys) comprising the following parts audited by a certified auditor:
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: [●]
The number of votes cast for the resolution: [●]
The number of votes cast against the resolution: [●]
The number of abstaining votes: [●]
concerning the approval of the EU-IFRS-compliant consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year 2017 (in million zlotys)
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 the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company") adopts as follows:
The Ordinary General Meeting of the Company approves "The EU-IFRS-compliant consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year ended 31 December 2017" (in million zlotys) comprising the following parts audited by a certified auditor:
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: [●]
The number of votes cast for the resolution: [●]
The number of votes cast against the resolution: [●]
The number of abstaining votes: [●]
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 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code and Article 55 clause 2a of the Accounting Act, the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw (the "Company"), adopts as follows:
§ 1
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 2017 ended 31 December 2017".
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the distribution of net profit of the company PGE Polska Grupa Energetyczna S.A. for the financial year 2017
Acting pursuant to Article 395 § 2 item 2 of the Commercial Companies Code as well as § 43 clause 1 of the Statutes of PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company") adopts as follows:
The Ordinary General Meeting decides to allocate the Company's entire net profit for the financial year 2017 in the amount of PLN 4,544,684,659.04 (say: four billion five hundred and forty-four million six hundred and eighty-four thousand six hundred and fifty-nine zlotys and four groszy) to the supplementary capital.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: [●]
The number of votes cast for the resolution: [●]
The number of votes cast against the resolution: [●]
The number of abstaining votes: [●]
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 1 January 2017 to 26 June 2017 and in the period from 13 September 2017 to 21 November 2017 and in connection with his performance of the duties of the Member of the Supervisory Board in the period from 27 June 2017 to 12 September 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of " the company 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 Głowacki for the financial year 2017 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2017 to 29 December 2017 .
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2017 to 5 April 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 Artur Składanek for the financial year 2017 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 13 December 2017 to 31 December 2017 and in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January 2017 to 12 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the President of the Management Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with her performance of the duties of the Vice President of the Management Board in the period from 1 January 2017 to 13 February 2017.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ……………………… The number of votes cast for the resolution: ……………… The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 Bolesław Jankowski for the financial year 2017 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January 2017 to 1 July 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 2017 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January 2017 to 31 December 2017.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning the acknowledgement of the fulfillment of duties for the year 2017
Acting pursuant to Article 393 item 1 and 395 § 2 item 3 of the Commercial Companies Code, the Ordinary General Meeting of the company "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 Wojciech Kowalczyk for the financial year 2017 in connection with his performance of the duties of the Vice President of the Management Board in the period from 14 February 2017 to 31 December 2017.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ……………………… The number of votes cast for the resolution: ……………… The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
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 the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company"), adopts as follows:
As of 27 June 2018 the Ordinary General Meeting appoints Ms/Mr [●] as a Member of the Supervisory Board of the eleventh term of office.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
concerning amendments of the Company Statutes
Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 37 clause 1 item 8 of the Statutes of PGE Polska Grupa Energetyczna Spółka Akcyjna, the Ordinary General Meeting of the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its 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:
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: [●]
The number of votes cast for the resolution: [●]
The number of votes cast against the resolution: [●]
The number of abstaining votes: [●]
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 the company "PGE Polska Grupa Energetyczna Spółka Akcyjna" with its registered office in Warsaw ("Company"), adopts as follows:
§ 1
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 on 26 June 2018.
§ 2 The resolution becomes effective as at the day of its adoption.
The total number of valid votes cast: ………………………
The number of votes cast for the resolution: ………………
The number of votes cast against the resolution: ………….
The number of abstaining votes: …………………………..
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