AGM Information • Jun 26, 2020
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 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: 1 408 710 449
The number of votes cast for the resolution: 1 408 710 349
The number of votes cast against the resolution: 0
The number of abstaining votes: 100
The resolution has been adopted in a secret ballot.
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 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: 1 408 710 449
The number of votes cast for the resolution: 1 408 651 805
The number of votes cast against the resolution: 0
The number of abstaining votes: 58 644
The resolution has been adopted in an 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 the company 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 (the "Company"), adopts as follows:
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: 1 408 710 439
The number of votes cast for the resolution: 1 408 710 439
The number of votes cast against the resolution: 0
The number of abstaining votes: 10
The resolution has been adopted in an open ballot.
concerning the approval of "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2019 ended 31 December 2019 (in million zlotys)"
Acting pursuant to Article 393 item 1 and Article 395 § 2 item 1 of the Commercial Companies Code and § 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 2019 ended 31 December 2019 (in million zlotys)" comprising the following parts audited by a certified auditor:
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 404 479 441
The number of votes cast against the resolution: 377 421
The number of abstaining votes: 3 853 587
The resolution has been adopted in an open ballot.
concerning the approval of "The EU-IFRS-compliant consolidated financial statements of the PGE Capital Group for the year 2019 ended 31 December 2019 (in million zlotys)"
Acting pursuant to Article 395 § 5 of the Commercial Companies Code and Article 63c 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 following: "The EU-IFRS-compliant consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year ended 31 December 2019 (in million zlotys)" comprising the following parts audited by a certified auditor:
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 404 479 441
The number of votes cast against the resolution: 377 411
The number of abstaining votes: 3 853 597
The resolution has been adopted in an 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 2019
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:
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 2019 ended 31 December 2019".
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 405 126 628
The number of votes cast against the resolution: 58 654
The number of abstaining votes: 3 525 167
The resolution has been adopted in an open ballot.
concerning the allocation of the Company's net loss for the financial year 2019
Acting pursuant to Article 395 § 2 item 2 and Article 348 § 3 of the Commercial Companies Code as well as § 43 clause 5 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 net loss for the financial year 2019 in the amount of 1,259,598,461.78 zlotys (say: one billion two hundred and fifty-nine million five hundred and ninety-eight thousand four hundred and sixty-one zlotys and seventy-eight groszy) to the Company's supplementary capital, whose value is 19,669,355,043.27 zlotys (say: nineteen billion six hundred and sixty-nine million three hundred and fifty-five thousand and forty-three zlotys and twenty-seven groszy).
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 408 651 695
The number of votes cast against the resolution: 58 744
The number of abstaining votes: 10
The resolution has been adopted in an open ballot.
concerning the General Meeting's granting the consent for the manner of voting, as determined by the Management Board of PGE Polska Grupa Energetyczna S.A., at the General Meeting of the company PGE Systemy S.A. on the matter of changes in the Statutes of PGE Systemy S.A.
Acting pursuant to § 37 clause 3 item 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:
The Ordinary General Meeting of the Company grants the consent for the manner of voting, as determined by the Management Board of PGE Polska Grupa Energetyczna S.A., at the General Meeting of the company PGE Systemy S.A. and consisting in voting for the resolution on making the following changes in the Statutes of the company PGE Systemy S.A.:
"k) has passed an examination for candidates for members in supervisory bodies before an examination board appointed by a minister competent for matters relating to state assets;".
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 296 552 752
The number of votes cast against the resolution: 57 181 959
The number of abstaining votes: 54 975 738
The resolution has been adopted in an open ballot.
concerning the adoption of "The remuneration policy for the members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A."
Acting pursuant to Article 90d clause 1 of the Act of 29 July 2005 on public offering, conditions governing the introduction of financial instruments to an organized trading system and public companies, the Ordinary General Meeting of the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Warsaw ("Company"), adopts as follows:
The General Meeting accepts "The remuneration policy for the members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A.", which constitutes an enclosure to this resolution.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 293 543 020
The number of votes cast against the resolution: 114 501 047
The number of abstaining votes: 666 382
The resolution has been adopted in an open ballot.
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 2019 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 308 904
The number of votes cast against the resolution: 33 876 478
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 2019 in connection with his performance of the duties of the Vice Chairperson of the Supervisory Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 2019 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 2019 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019 .
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 Edward Sawaryn for the financial year 2019 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 Tomasz Hapunowicz for the financial year 2019 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 Jerzy Sawicki for the financial year 2019 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 Winiarski for the financial year 2019 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 2019 in connection with his performance of the duties of the President of the Management Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 2019 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2019.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 2019 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 2019 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 321
The number of votes cast against the resolution: 33 835 051
The number of abstaining votes: 3 525 077
The resolution has been adopted in an secret ballot.
concerning the acknowledgement of the fulfillment of duties for the year 2019
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 2019 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 321
The number of votes cast against the resolution: 33 835 061
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 2019 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 December 2019.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 408 710 449
The number of votes cast for the resolution: 1 371 350 221
The number of votes cast against the resolution: 33 835 161
The number of abstaining votes: 3 525 067
The resolution has been adopted in an secret ballot.
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 the company PGE Polska Grupa Energetyczna Spółka Akcyjna with its registered office in Warsaw ("Company") adopts as follows:
The Ordinary General Meeting makes the following changes in the content of the Company Statutes:
"2. Members of the Management Board shall be appointed for a joint term of office which lasts 3 years. A member of the Management Board shall meet the conditions specified in Article 22 of the State Property Management Act."
"4) An announcement about the recruitment procedure shall be published on the Company's website and in the Public Information Bulletin of the entity entitled to exercise the rights related to shares held by the State Treasury".
"1) An announcement about a tender procedure or an auction shall be published in the Public Information Bulletin on the website of the entity entitled to exercise the rights related to shares held by the State Treasury, on the Company's website, in a visible and publicly accessible place in the Company's registered office, as well as in other places used customarily for the placement of 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: 1 408 710 449
The number of votes cast for the resolution: 1 274 149 468
The number of votes cast against the resolution: 19 876 612
The number of abstaining votes: 114 684 369
The resolution has been adopted in an open ballot.
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