AGM Information • May 25, 2022
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 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: [●]
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 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: [●]
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 "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2021 ended 31 December 2021 (in PLN million)"
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 2021 ended 31 December 2021 (in PLN million)" comprising the following parts audited by a certified auditor:
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 "The EU-IFRS-compliant consolidated financial statements of the Capital Group of PGE Polska Grupa Energetyczna S.A. for the year 2021 ended 31 December 2021 (in PLN million)"
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 2021 ended 31 December 2021 (in PLN million)" 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 2012
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 2021 ended 31 December 2021".
§ 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 the Company's net profit for the financial year 2021
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 2021 in the amount of PLN 1,733,841,007.79 (say: one billion seven hundred and thirty-three million eight hundred and forty-one thousand seven zlotys and seventy-nine 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 approval of the report on the activities of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. in 2021
Acting pursuant to item 2.11 The Good Practices of Companies Listed on the Warsaw Stock Exchange 2021, 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 approves the report on the activities of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. in 2021.
§ 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 report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on the evaluation of the Company's position in the year 2021, including an evaluation of the Company's internal control, risk management and compliance systems as well as the internal audit function.
Acting pursuant to item 2.11 The Good Practices of Companies Listed on the Warsaw Stock Exchange 2021, 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 approves the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on the evaluation of the Company's position in the year 2021, including an evaluation of the Company's internal control, risk management and compliance systems as well as the internal audit function.
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 provision of an opinion on " The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A."
Acting pursuant to Article 90g clause 6 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, after becoming acquainted with the opinion of the certified auditor, 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 provides a positive opinion on " The report on the remuneration of the Members of the Management Board and the Supervisory Board of PGE Polska Grupa Energetyczna S.A.", as accepted by resolution no. 530/XI/2022 adopted by the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on 10 May 2022.
§ 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 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, 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.
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 2021
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 2021 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January to 31 December 2021.
§ 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 2021
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 2021 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 2021.
§ 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 2021
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 2021 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January to 31 December 2021.
§ 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 2021
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 2021 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2021 .
§ 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 2021
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 2021 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2021.
§ 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 2021
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 2021 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2021.
§ 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 2021
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 2021 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 15 November 2021.
§ 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 2021
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 2021 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2021.
§ 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 2021
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 Zbigniew Gryglas for the financial year 2021 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 15 November to 31 December 2021.
§ 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 2021
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 Marcin Kowalczyk for the financial year 2021 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 14 January to 31 December 2021.
§ 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 2021
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 Dąbrowski for the financial year 2021 in connection with his performance of the duties of the President of the Management Board in the period from 1 January to 31 December 2021.
§ 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 2021
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 2021 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 2021.
§ 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 2021
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 Cioch for the financial year 2021 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 2021.
§ 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 2021
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 Strączyński for the financial year 2021 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 31 March 2021.
§ 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 2021
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 Wanda Buk for the financial year 2021 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 2021.
§ 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 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 2021 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 2021.
§ 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 2021
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 Lechosław Rojewski for the financial year 2021 in connection with his performance of the duties of the Vice President of the Management Board in the period from 9 June to 31 December 2021.
§ 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 on dismissal of a member 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 dismisses Ms/Mr [●] from the position of Member of the Supervisory Board.
§ 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 on the appointment of a member 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 Ms/Mr [●] as Member of the Supervisory Board.
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: [●]
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