AGM Information • Apr 28, 2023
AGM Information
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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 Lublin (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: 1 684 667 797
The number of votes cast for the resolution: 1 684 667 797
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
The valid votes was cast from 1 684 667 797 shares accounting for 75.08 % in share capital 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 Lublin (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: 1 685 428 388
The number of votes cast for the resolution: 1 685 428 388
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
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 Lublin (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: 1 685 428 388
The number of votes cast for the resolution: 1 685 428 388
The number of votes cast against the resolution: 0
The number of abstaining votes: 0
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the approval of "The EU-IFRS-compliant standalone financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2022 ended 31 December 2022 (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 Lublin ("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 2022 ended 31 December 2022 (in PLN million)" 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: 1 685 428 388
The number of votes cast for the resolution: 1 684 130 985
The number of votes cast against the resolution: 379 196
The number of abstaining votes: 918 207
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the approval of "The EU-IFRS-compliant consolidated financial statements of the company PGE Polska Grupa Energetyczna S.A. for the year 2022 ended 31 December 2022 (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 Lublin ("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 2022 ended 31 December 2022 (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: 1 685 428 388
The number of votes cast for the resolution: 1 684 130 985
The number of votes cast against the resolution: 379 196
The number of abstaining votes: 918 207
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
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 2022
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 Lublin (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 2022 ended 31 December 2022".
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 683 934 600
The number of votes cast against the resolution: 575 581
The number of abstaining votes: 918 207
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
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 Lublin ("Company") adopts as follows:
The Ordinary General Meeting decides to allocate the Company's entire net profit for the financial year 2022 in the amount of PLN 3,096,758,749.73 (say: three billion ninety-six million seven hundred and fifty-eight thousand seven hundred and forty-nine zloty and seventy-three groszy) to the supplementary capital.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 577 295 649
The number of votes cast against the resolution: 652 739
The number of abstaining votes: 107 480 000
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the approval of the report on the activities of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. in 2022
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 Lublin ("Company") adopts as follows:
§ 1
The Ordinary General Meeting approves the report on the activities of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. in 2022.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 683 934 600
The number of votes cast against the resolution: 575 581
The number of abstaining votes: 918 207
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the approval of the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on its evaluation of the statements and reports for the year 2022, the proposal concerning the distribution of the net profit for the year 2022 and the Management Board's fulfilment of the information disclosure obligations resulting from the Commercial Companies Code
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 Lublin("Company") adopts as follows:
The Ordinary General Meeting approves the report of the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on its evaluation of the statements and reports for the year 2022, the proposal concerning the distribution of the net profit for the year 2022 and the Management Board's fulfilment of the information disclosure obligations resulting from the Commercial Companies Code
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 683 934 600
The number of votes cast against the resolution: 575 581
The number of abstaining votes: 918 207
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital 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 Lublin("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. 134/XII/2023 adopted by the Supervisory Board of PGE Polska Grupa Energetyczna S.A. on 28 March 2023.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 497 025 749
The number of votes cast against the resolution: 121 339 793
The number of abstaining votes: 67 062 846
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin(the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Anna Kowalik for the financial year 2022 in connection with her performance of the duties of the Chairperson of the Supervisory Board in the period from 1 January to 31 December 2022.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 362 626
The number of votes cast for the resolution: 1 628 927 287
The number of votes cast against the resolution: 54 541 470
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 362 626 shares accounting for 75.11 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin(the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Artur Składanek for the financial year 2022 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 2022.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Radosław Winiarski for the financial year 2022 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2022 (i.e for his performance of the duties of the Secretary of the Supervisory Board in the period from 12 July 2022 to 31 December 2022).
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin(the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Grzegorz Kuczyński for the financial year 2022 in connection with his performance of the duties of the Secretary of the Supervisory Board in the period from 1 January to 22 June December 2022.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin(the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Janina Goss for the financial year 2022 in connection with her performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2022 .
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 628 993 049
The number of votes cast against the resolution: 54 541 470
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Mieczysław Edward Sawaryn for the financial year 2022 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2022.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 628 993 049
The number of votes cast against the resolution: 54 541 470
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Tomasz Hapunowicz for the financial year 2022 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2022.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Zbigniew Gryglas for the financial year 2022 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 22 June 2022 and from 12 July to 31 December 2022.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Marcin Kowalczyk for the financial year 2022 in connection with his performance of the duties of the Member of the Supervisory Board in the period from 1 January to 31 December 2022.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 630 878 445
The number of votes cast against the resolution: 52 656 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin(the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Wojciech Dąbrowski for the financial year 2022 in connection with his performance of the duties of the President of the Management Board in the period from 1 January to 31 December 2022.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin(the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Ryszard Wasiłek for the financial year 2022 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 2022.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Paweł Cioch for the financial year 2022 in connection with his performance of the duties of the Vice President of the Management Board in the period from 1 January to 17 November 2022.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Ms Wanda Buk for the financial year 2022 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 2022.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Paweł Śliwa for the financial year 2022 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 2022.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
concerning the acknowledgement of the fulfillment of duties for the year 2022
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 Lublin (the "Company"), adopts as follows:
The Ordinary General Meeting acknowledges the fulfillment of duties by Mr Lechosław Rojewski for the financial year 2022 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 2022.
§ 2
The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 629 019 445
The number of votes cast against the resolution: 54 515 074
The number of abstaining votes: 1 893 869
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
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 Lublin ("Company"), adopts as follows:
The Ordinary General Meeting appoints Mr Cezary Falkiewicz as Member of the Supervisory Board as of 28 April 2023.
§ 2 The resolution becomes effective as at the time of its adoption.
The total number of valid votes cast: 1 685 428 388
The number of votes cast for the resolution: 1 457 070 307
The number of votes cast against the resolution: 120 878 081
The number of abstaining votes: 107 480 000
The valid votes was cast from 1 685 428 388 shares accounting for 75.12 % in share capital of PGE Polska Grupa Energetyczna S.A.
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