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PGE Polska Grupa Energetyczna S.A.

Management Reports • Dec 15, 2025

5758_rns_2025-12-15_5e164832-ca59-4704-abe0-1d1db3ce789f.pdf

Management Reports

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THE STATUTES OF PGE POLSKA GRUPA ENERGETYCZNA SPÓŁKA AKCYJNA

A consolidated text of the Company Statutes including the changes adopted by the Extraordinary General Meeting on 4 December 2025.

I GENERALPROVISIONS
§
1
1. The Company shall conduct activities under the business name of "PGE Polska Grupa
Energetyczna
Spółka
Akcyjna".
2. The Company
may
use
a
distinctive
trademark.
§
2
The location of the Company's registered office shall be Lublin
§
3
1. The Company's economic activity shall include the following:
1) Mining of hard coal (PKD 05.10.Z),
2) Mining of lignite (PKD 05.20.Z),
3) Mining of uranium and thorium ores (PKD 07.21.Z),
4) Operation of gravel and sand pits and mining of clay and kaolin (PKD 08.12.Z),
5) Mining and quarrying n.e.c. (PKD 08.9),
6) Support activities for other mining and quarrying (PKD 09.90.Z),
7) Manufacture and processing of coke oven products (PKD 19.10.Z),
8) Manufacture of chemicals and chemical products (PKD 20),
9) Processing of nuclear fuel (PKD 24.46.Z),
10) Manufacture of metal structures and parts of structures (PKD 25.11.Z),
11) Manufacture of electronic components (PKD 26.11.Z),
12) Manufacture of electric motors, generators and transformers (PKD 27.11.Z),
13) Manufacture of electricity distribution and control apparatus (PKD 27.12.Z),
14) Manufacture of wiring devices (PKD 27.33.Z),
15) Manufacture of other electrical equipment (PKD 27.90.Z),
16) Repair, maintenance and installation of machinery and equipment (PKD 33),
17) Electric power generation, transmission and distribution, trade of electricity (PKD
35.1),
18) Manufacture of gaseous fuels, and distribution and trade of gaseous fuels through
mains (PKD 35.2),
19) Steam and air conditioning supply (PKD 35.3),
20) Water collection, treatment and supply (PKD 36.00.Z),
21) Sewerage (PKD 37.00.Z),
22) Waste collection, recovery and disposal activities (PKD 38),
23) Remediation activities and other waste management service activities (PKD 39.00.Z),
24) Construction of utility projects (PKD 42.2),
25) Construction of water projects (PKD 42.91.Z),
26) Construction of other civil engineering projects n.e.c. (PKD 42.99. Z),
27) Specialised construction activities (PKD 43),
28) Wholesale on a fee or contract basis (PKD 46.1),
29) Wholesale of other machinery and equipment (PKD 46.64.Z),
30) Other specialized wholesale (PKD 46.8),
31) Freight rail transport (PKD 49.20.Z),
32) Freight transport by road (PKD 49.41.Z),
33) Transport via pipeline (PKD 49.5),
34) Warehousing and storage of other goods (PKD 52.10.B),
35) Cargo handling at other handling points (PKD 52.24.C),
36) Free access and subscription television programming, broadcasting and video
distribution activities (PKD 60.20.Z),
37) Other content distribution activities (PKD 60.39 Z),
38) Telecommunication (PKD 61),
39) Computer programming, consultancy and related activities (PKD 62),
40) Data centre co-location and cloud computing activities (PKD 63.10.A),
41) DNS service activities (PKD 63.10.B),
42) Content delivery network server activities (PKD 63.10.C),
43) Other computing infrastructure, data processing, hosting and related activities (PKD
63.10.D),
44) Other information service activities (PKD 63.92.Z),
45) Other monetary intermediation (PKD 64.19.Z),
46) Activities of holding companies (PKD 64.21.Z),
47) Activities of financing conduits. (PKD 64.22.Z),
48) Activities of money market and non-money market investment funds (PKD 64.31.Z),-
49) Activities of trust institutions (PKD 64.32.Z),
50) Other financial service activities, except insurance and pension funding (PKD 64.9),-
51) Security and commodity contracts brokerage (PKD 66.12.Z),
52) Other activities auxiliary to financial services, except insurance and pension funding
(PKD 66.19.Z),
53) Activities of insurance agents and brokers (PKD 66.22.Z),
54) Fund management activities (PKD 66.30.Z),
55) Buying and selling of own real estate (PKD 68.11.Z),
56) Development of residential building projects (PKD 68.12.A),
57) Development of non-residential building projects (PKD 68.12.B),
58) Development of other building projects (PKD 68.12.C),
59) Rental and operating of own or leased real estate (PKD
68.20.Z),
60) Activities related to the management of real estate on a fee or contract basis (PKD
68.32.B),
61) Other real estate activities on a fee or contract basis n.e.c. (PKD 68.32.C),
62) Accounting, bookkeeping and auditing activities (PKD 69.20.A),
63) Activities of head offices (PKD 70.10.A),
64) Activities of shared services centres (PKD 70.10.B),
65) Business and other management consultancy activities (PKD 70.20.Z),
66) Architectural and engineering activities and related technical consultancy (PKD 71.1),
67) Technical testing and analysis (PKD 71.2),
68) Other research and experimental development on natural sciences and engineering
(PKD 72.10.Z),
69) Market research and public opinion polling (PKD 73.20.Z),
70) Graphic design and visual communication activities (PKD 74.12.Z),
71) Other specialised design activities (PKD 74.14.Z),
72) All other professional, scientific and technical activities n.e.c. (PKD 74.99.Z),
73) Rental and leasing of cars and light motor vehicles and motorcycles (PKD 77.11.Z),-
74) Rental and leasing of trucks (PKD 77.12.Z),
75) Renting and leasing of construction and civil engineering machinery and equipment
(PKD 77.32.Z),
76) Rental and leasing of other machinery, equipment and tangible goods n.e.c. (PKD
77.39.Z),
77) Security activities for security systems operation (PKD 80.09.Z),
78) Business support service activities n.e.c. (PKD 82.9),
79) Regulation of and contribution to more efficient operation of businesses (PKD
84.13.Z),
80) Courses and trainings related to acquiring knowledge, skills and professional
qualifications in non-school forms (PKD 85.59.B),
81) Teacher professional development institutions (PKD 85.59.C),
82) Other education n.e.c. (PKD 85.59. D),
83) Activities supporting education n.e.c. (PKD 85.69.Z)
2. The Company shall initiate a business activity requiring the acquisition of a licence or
another permit, or requiring the fulfilment of other particular conditions specified in the
applicable regulations after the acquisition of such a licence or permit, or meeting such
conditions
3. The Company shall conduct its activities in compliance with the applicable legal
regulations. In particular, with respect to the activity referred to in clause 1 item
15:
1) such activity shall be conducted in compliance with the requirements of the
Energy Law of 10 April 1997,
concerning, among other things, distribution
system operators' remaining, with respect to their legal and organisational forms
as well as decision making processes, independent of any other activities not
connected with electricity
distribution,
2) the Company shall not conduct the activity consisting in the fulfilment of the
functions of a power grid transmission system
operator
4. The Company shall perform tasks connected with ensuring energy security for the
Republic ofPoland
§ 4
1. The Company may conduct its business activities in the territory of the Republic of
Poland andabroad
2. The Company may open and maintain branches, plants, bureaus, representative offices
and other units; it may participate in other companies and undertakings in the territory of
the Republic of Poland and
abroad
3. The Company may be a member of associations, chambers of commerce or join
organisations, both in Poland and abroad
§ 5
The Company has been established for an indefinite period of time
§ 6
1. The founder of the Company is the StateTreasury
2. Pursuant to Article 492 § 1 item 1 of the Commercial Companies Code, the Company (as
the acquiring company) has been merged with the following companies: PGE Górnictwo
i Energetyka S.A. with the registered office in Łódź, PGE Energia S.A. the registered
office
in
Lublin
3. Pursuant to Article 492 § 1 item 1 of the Commercial Companies Code, the Company (as
the acquiring company) has been merged with PGE Electra S.A. with the registered office
inWarsaw.
4. Pursuant to Article 492 § 1 item 1 of the Commercial Companies Code, the Company (as
the acquiring company) has been merged with PGE Energia Jądrowa S.A. with the
registered office inWarsaw
II SHARE CAPITAL AND SHARES
§ 7
The Company's share capital shall equal 19,165,048,497.25 zloty (say: nineteen billion one
hundred and sixty five million forty eight thousand four hundred and ninety seven zloty 25/100)
and shall be divided into 1,869,760,829 (say: one billion eight hundred and sixty-nine million
seven hundred and sixty thousand eight hundred and twenty-nine) shares with a par value of
10.25 zloty (say:
ten zloty 25/100) each, including:
1)
1,470,576,500 series "A" bearer shares,
2)
259,513,500
series "B" bearer shares,
3)
73,228,888 series "C" bearer shares,
4)
66,441,941 series "D" bearer shares.
§ 8
1. Shares in the Company shall be bearer shares
2. A change of bearer shares to registered shares shall not be allowed
3. All shares shall be ordinary shares
§ 9
1. Redemption of shares shall require a shareholder's
consent
2. The principles, procedure and conditions of share redemption shall be each time
determined
by
a
resolution
of
the
General
Meeting.
III COMPANY GOVERNING BODIES
§ 10
The bodies of the Company are:
1)
TheManagementBoard,
2)
TheSupervisoryBoard,
3)
TheGeneralMeeting
§ 11
1. Subject to the mandatory provisions of the Commercial Companies Code, resolutions of
the Company's governing bodies shall be adopted by the absolute majority of votes; the
"absolute majority of votes" shall be understood as more votes cast "in favour" of a
resolution than the combined number of votes cast "against" a resolution and "abstaining"
votes
2. The voting right of shareholders shall be limited in such manner that at the General
Meeting, none of them may exercise more than 10% of the total number of votes existing
in the Company as at the date of holding the General Meeting, subject to the provision
that for the purposes of determining the obligations of entities acquiring considerable
blocks of shares as provided for in the Act on public offerings, conditions for introducing
financial instruments to an organised trading system and public companies
of 29 July
2005, such limitation of the voting right shall be regarded as non-
existent
3. The limitation of the voting right referred to in clause 2 shall not apply to shareholders
specified
in
§
46
clause
1
4. For the purposes of limiting the voting right pursuant to clause 2, votes belonging to
shareholders between whom there exists a relationship of domination or dependence
(Shareholders Group) shall be cumulated; in the event that the cumulated number of votes
exceeds 10% (ten percent) of the total number of votes in the Company, it shall be subject
to reduction. The cumulation and reduction of votes shall be governed by the principles
included
in
clauses
7
and
8
below
5. Within the meaning of clause 2, a shareholder shall be every person, including a dominant
or dependent entity, entitled directly or indirectly to a voting right at the General Meeting
under any legal title; this shall include also a person who does not hold any shares in the
Company, in particular a user, lien holder, person entitled under a depository receipt
within the meaning of the provisions of the Financial Instruments Trading Act of 29 July
2005, as well as a person entitled to participate in the General Meeting despite the
disposal of shares after the date of determining the right to participate
in
the
General
Meeting
6. A dominant entity or a dependent entity shall be understood, accordingly, as a
person:
1)
meeting the prerequisites specified in Article 4 § 1 item 4) of the Commercial
Companies Code,
or
2)
having the status of a dominant entrepreneur, a dependent entrepreneur or
simultaneously the status of a dominant entrepreneur and
a dependent
entrepreneur within the meaning of the provisions of the Competition and
Consumers Protection Act of 16 February 2007,
or
  • 3) having the status of a dominant entity, a higher-level dominant entity, a dependent entity, a lower-level dependent entity, a co-dependent entity or an entity having simultaneously the status of a dominant entity (including a higher- level dominant entity) and a dependent entity (including a lower-level dependent entity and a codependent entity) within the meaning of the Accounting Act of 29 September 1994, or---------------------------------------------------------------------------------------
  • 4) who exerts decisive influence (a dominant entity) or on whom decisive influence is exerted within the meaning of the Act on the transparency of financial relation between public authorities and public entrepreneurs as well as the financial transparency of some entrepreneurs of 22 September 2006, or-----------------------
  • 5) whose votes resulting from shares held in the Company directly or indirectly are subject to cumulation with the votes of another person or other persons under the provisions of the Act on public offerings, conditions for introducing financial instruments to an organised trading system and public companies of 29 July 2005 in connection with the holding, disposal or acquisition of considerable blocks of shares in theCompany.---------------------------------------------------------------------
    1. The cumulation of votes shall consist in the summing of the number of votes remaining at the disposal of shareholders belonging to a Shareholders Group.--------------------------
    1. The reduction of votes shall consist in decreasing the total number of votes in the Company to which shareholders belonging to a Shareholders Group are entitled at the General Meeting to the threshold of 10% (ten percent) of the total number of votes in the Company. The reduction of votes in the Company shall be effected in accordance with the following principles:----------------------------------------------------------------------------
  • 1) the number of votes of a shareholder who holds the largest number of votes in the Company among all shareholders belonging to a Shareholders Group shall be decreased by the number of votes equal to the surplus over 10% of the total number of votes in the Company to which all shareholders belonging to a Shareholders Group are jointly entitled,-------------------------------------------------
  • 2) if, despite the reduction referred to in item 1 above, the combined number of votes to which shareholders belonging to a Shareholders Group are entitled exceeds 10% (ten percent) of the total number of votes in the Company, the number of votes held by the other shareholders belonging to a Shareholders Group shall be further reduced (from the highest to the lowest number of votes). Such further reduction shall be conducted until the achievement of a status at which the combined number of votes held by shareholders belonging to a Shareholders Group does not exceed 10% (ten percent) of the total number of votes in the Company,------------------------------------------------------------------------------------

  • 3) if for the purposes of the reduction referred to in items 1) or 2) it is not possible to determine the order of the reduction of the number of votes because of the fact that two or more shareholders hold the same number of votes, then votes of shareholders holding the same number of votes shall be reduced proportionately, with fractions rounded down to the whole number of votes. In the remaining scope, the principles specified in item 1) or item 2) shall apply accordingly,------

  • 4) in each case a shareholder whose voting right has been limited shall retain the right to exercise at least one vote,--------------------------------------------------------

  • 5) the limitation of the exercise of the voting right shall also apply to a shareholder absent at the GeneralMeeting.------------------------------------------------------------
    1. Each shareholder who intends to participate in the General Meeting, directly or by proxy, shall be obliged, without a separate call referred to in clause 10 below, to notify the Management Board or the Chairperson of the General Meeting of the fact that he holds, directly or indirectly, more than 10% (ten percent) of the total number of votes in the Company. The above obligation shall not apply to shareholders specified in § 46 clause 1.---------------------------------------------------------------------------------------------------------
    1. Irrespective of the provisions of clause 9 above, in order to establish a basis for the cumulation and reduction of votes, a shareholder of the Company, the Management Board, the Supervisory Board and the particular members of these bodies may demand that a shareholder provide information whether he/she is a person having the status of a dominant or dependent entity with respect to another shareholder within the meaning of clause 6. The right referred to in the preceding sentence shall also cover the right to demand that a shareholder disclose the number of votes that such shareholder holds independently or together with other shareholders. ---------------------------------------------
    1. A person who has failed to comply or has complied improperly with the obligation to provide information referred to in clauses 9 and 10 above may exercise the voting right exclusively from one share until the remedy of such failure; the exercise of the voting right from the other shares by such person shall be ineffective. ------------------------------
    1. In the event of any doubts, the interpretation of the provisions related to the limitation of the voting right shall be conducted in accordance with Article 65 § 2 of the Civil Code.-
    1. At the time when the share of the Company's share capital held by a shareholder referred to in § 46 clause 1 item 1 falls below 5% the limitation of the voting right referred to in clause 2 shall expire.---------------------------------------------------------------------------------
    1. Resolutions of the General Meeting concerning the preferential status of shares or a merger of the Company by way of a transfer of all its assets to another company or a merger by way of an establishment of another company, a dissolution of the Company (including in consequence of a transfer of the Company's registered office or major enterprise abroad), its liquidation, transformation or decrease of the share capital by way of redemption of a part of shares without its simultaneous increase shall require a majority of 90% of all votes cast.-----------------------------------------------------------------------------

A. THEMANAGEMENTBOARD-----------------------------------------------------------------

§ 12

  1. The Management Board shall manage the Company's affairs and represent the Company in all judicial and extra-judicial acts.--------------------------------------------------------------
2. All matters related to the management of the Company's affairs and unreserved by the
law or the provisions of these Statutes for the General Meeting or the Supervisory Board
shall be the competence of the ManagementBoard
§ 13
1. will Cooperation of two members of the Management Board or one member of the
Management Board and a commercial proxy shall be required to make declarations of
on
behalf
of
the
Company.
2. In the event that the Management Board shall consist of one member, the only member
of the Management Board shall be authorised to make statements on behalf of the
Company
3. The procedures of the Management Board and the internal division of competences
between individual members of the Management Board in relation to the management of
the Company's affairs shall be set out in the Regulations of the Management
Board
§ 14
1. The work of the Management Board shall be managed by the President of the
Management Board. The President's special rights in this respect shall be specified in the
Regulations of the ManagementBoard
2. All matters outside the scope of the Company's ordinary acts shall require a resolution of
the Management Board. If an equal number of votes is cast for and against a resolution,
the vote cast by the President of the Management Board shall
prevail
3. The matters that require a resolution of the Management Board shall be, in particular, the
following:
1) the Company's acquisition or disposal of the following components of assets:
a)
real property, perpetual usufruct, interest in real property or perpetual usufruct,-
shares, interests or other participation rights in companies,
b)
2) incurring credits and loans,
3) granting sureties and guarantees by the Company and issuance of promissory notes,
4) making donations and releasing from debts or concluding other agreements with a
similar effect,
5) concluding agreements not related to the Company's business activities specified in §
3 clause 1 of the Statutes,
6) concluding by the Company other agreements than the above-mentioned or incurring
liabilities other than the above-mentioned, with a value exceeding 400,000 zlotys in
each case, excluding agreements or incurring liabilities related to trade transactions
concerning electricity and gas, CO2
emission allowances, related products and rights
related thereto, the capacity market and other capacity mechanisms, the balancing

market, and those related to the purchase and sale of fuels, production raw materials and combustion products, subject to clause 4 item 1) below,------------------------------

7) appointing commercial proxies,
8) appointing Company proxies authorised to incur liabilities with a value exceeding
400,000 zlotys, excluding (i) the powers of attorney to conclude or amend agreements,
or to incur liabilities related to trade transactions concerning electricity and gas, CO2
emission allowances, related products and rights related thereto, the capacity market
and other capacity mechanisms, the balancing market, and those related to the
purchase and sale of fuels, production raw materials and combustion products, where
the value of the agreement or the liability incurred does not exceed 20% of the total
assets within the meaning of Accounting Act
of 29 September 1994, (ii) the powers
of attorney ad litem,
9) adopting the Regulations of the Management Board,
10) approving the Company's Organisational Regulations,
11) establishing and closing branches,
12) establishing of another company,
13) adopting the Company's financial plans, including investment and sponsorship plans,-
14) approving the rules of conducting sponsorship activity,
15) adopting the Company's development
strategy,
16) determining the method of exercising the voting right at general meetings or general
meetings of the companies in which the Company holds shares or interests,
17) making advanced payments towards planned dividends,
18) approving the materials submitted by the Management Board to the Supervisory
Board,
19) implementing investment undertakings by the Company or the companies directly or
indirectly dependent on the Company (within the meaning of the Commercial
Companies Code), as well as the implementation of investment undertakings by the
companies in which the Company or its directly or indirectly dependent companies
hold shares, including investment undertakings co-financed or secured by the
Company, or on the Company's assets, with a value exceeding 200,000,000 zlotys,
and for investment undertakings concerning or related to the distribution network
within the meaning of the energy law, with a value exceeding 40,000,000 zlotys
4. Irrespective of the matters mentioned in clauses 2 and 3 above, a resolution of the

Management Board shall be required:-------------------------------------------------------------

  • 1) for concluding by the Company agreements or incurring liabilities related to trade transactions concerning electricity and gas, CO2 emission allowances, related products and rights related thereto, the capacity market and other capacity mechanisms, the balancing market, and those related to the purchase and sale of fuels, production raw materials and combustion products, where the value of the agreement or the liability incurred exceeds 20% of the total assets within the meaning of the Accounting Act of 29 September 1994, established on the basis of the latest approved financial statements,-----------------------------------------------------------------------------------------
  • 2) for every matter submitted by the Management Board to the Supervisory Board or the General Meeting for consideration.------------------------------------------------------------
    1. The Management Board may adopt resolutions in writing or using means of direct remote communication.--------------------------------------------------------------------------------------
    1. A detailed procedure for the Management Board's adoption of resolutions shall be specified in the Regulations of the Management Board.----------------------------------------
    1. Meetings of the Management Board may be held even if not formally convened, provided that all the members of the Management Board have been effectively notified of the meeting and none of the members of the Management Board has objected to holding the meeting and the proposed agenda of the meeting.-----------------------------------------------
    1. The Management Board shall consist of from one to seven members, including the President; the other members of the Management Board shall fulfil the functions of Vice Presidents.--------------------------------------------------------------------------------------------
    1. Members of the Management Board shall be appointed for a joint term of office which lasts three full financial years. A member of the Management Board shall meet the conditions specified in Article 22 of the State Property Management Act.--------------------
    1. A candidate for a member of the Management Board shall meet jointly the following conditions:--------------------------------------------------------------------------------------------

-

  • 1) a candidate has higher education or higher education acquired abroad and recognized in the Republic of Poland on the basis of separate regulations,--------------------------
  • 2) a candidate has at least a five years' period of employment on the basis of an employment agreement, appointment, selection, nomination, a cooperative employment agreement, or providing services on the basis of other agreements, or conducting business activities in the capacity of a self-employed entrepreneur,-------
  • 3) a candidate has at least three years' experience of working at managerial or independent positions, or experience resulting from business activities conducted in the capacity of a self-employed entrepreneur,-----------------------------------------------
  • 4) a candidate meets requirements other than these specified in items 1–3, specified in separate regulations, in particular, a candidate does not breach any restrictions or prohibitions related to the holding of a position of member of a governing body in commercial companies.-------------------------------------------------------------------------
    1. A candidate for a member of the Management Board may not meet any of the following conditions:--------------------------------------------------------------------------------------------
  • 1) a candidate holds a position of voluntary co-worker or is employed in an office of a Member of the Parliament, a Member of the Senate or a Member of the European Parliament on the basis of an employment agreement or performs work on the basis of a contract of mandate or any other contract of a similar character,-------------------
  • 2) a candidate is a member of a political party's body representing a political party and authorized to incur liabilities,------------------------------------------------------------------
  • 3) a candidate is employed by a political party on the basis of an employment agreement or performs work on the basis of a contract of mandate or any other contract of a similar character,---------------------------------------------------------------------------------
  • 4) a candidate holds an elective position in a trade union functioning in the company or a trade union functioning in a company belonging to the capital group,-----------------

  • 5) a candidate's social or business activities are in conflict with the interests of the company.-----------------------------------------------------------------------------------------

    1. The Management Board or particular members of the Management Board, including the President and Vice Presidents, shall be appointed and dismissed by the Supervisory Board. --------------------------------------------------------------------------------------------------
    1. Each member of the Management Board may be dismissed or suspended by the General Meeting or, for substantial reason, suspended by the Supervisory Board. The Supervisory Board's resolution concerning the suspension of a member of the Management Board shall require a justification. ------------------------------------------------------------------------
    1. A member of the Management Board shall submit his/her resignation to another member of the Management Board or a commercial proxy, and shall notify the Chairperson of the

Supervisory Board of such resignation. If, in consequence of the resignation of a member of the Management Board, none of the mandates in the Management Board was to be held, a member of the Management Board shall submit his/her resignation to the Supervisory Board.---------------------------------------------------

    1. The Supervisory Board shall appoint a Member of the Management Board after conducting a recruitment procedure whose objective is to check and assess candidates' qualifications and to choose the best candidate for a Member of the Management Board.
  • 1) The Supervisory Board shall conduct a recruitment procedure in the event of circumstances justifying the appointment of a Member of the Management Board,--
  • 2) Initiating a recruitment procedure for the position of Member of the Management Board, the Supervisory Board shall determine, by way of a resolution, the detailed principles and rules of such a procedure, in particular: the position being the subject matter of the procedure, the date and place of submitting applications, the date and place of conducting interviews, the scope of issues to be discussed in interviews, the requirements and the method of assessing candidates,-------------------------------------
  • 3) A candidate for a Member of the Management Board shall meet the requirements specified in Article 22 of the Act on the Management of State-owned Property,-----
  • 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.--------------------------
  • 5) The Supervisory Board shall inform shareholders about the results of a recruitment procedure and shall provide them with the minutes of a recruitment procedure.-------

B. THESUPERVISORYBOARD------------------------------------------------------------------

§ 17

The Supervisory Board shall exercise permanent supervision over the Company's operations in all areas of activity. --------------------------------------------------------------------------------------

§ 18

    1. The competence of the Supervisory Board shall include the following:---------------------
  • 1) evaluating the Management Board's report on the Company's activities and separate financial statements for a previous financial year with respect to their consistency with the account books and other documents as well as the factual state; this shall also concern the Management Board's report on the activities of the Capital Group and the consolidated financial statements of the Capital Group,if applicable,--------
  • 2) evaluating the Management Board's proposals concerning distribution of profits or coverage oflosses,----------------------------------------------------------------------------
  • 3) preparing and submitting to the General Meeting a written Supervisory Board's report for the previous financial year,------------------------------------------------------
  • 4) selecting an audit firm responsible for auditing or reviewing the Company's separate

the whole term of an agreement –
for agreements entered into for a definite period of
­
time,
b) loan-for-use agreements and other agreements providing for making an asset available
for use free of charge by other entities –
the market value of the subject of a legal act
shall be understood as the equivalent of benefits which would be available in the case
of entering into a rental or lease agreement for:
one year –
if an asset is made available for use on the basis of agreements entered into
­
for an indefinite period of time,
the whole term of an agreement –
for agreements entered into for a definite period of
­
time,
2) purchasing components of non-current assets within the meaning of the Accounting Act
of 29 September 1994 whose value exceeds:
a) 20,000,000 zlotys or
b) 5% of the value of total assets within the meaning of the Accounting Act of 29
September 1994 established on the basis of the latest approved financial statements,
3) acquiring or purchasing shares or interests in another company whose value exceeds:
a) 20,000,000 zlotys or
b) 10% of the value of total assets within the meaning of the Accounting Act of 29
September 1994 established on the basis of the latest approved financial statements,
4) disposing of shares or interests in another company whose market value exceeds:
a) 20,000,000 zlotys or
b) 10% of the value of total assets within the meaning of the Accounting Act of 29
September 1994 established on the basis of the latest approved financial statements,
5) concluding by the Company:
a) a
donation agreement or other agreements having a similar effect whose value exceeds
20,000 zlotys or 0.1% of the total assets within the meaning of the Accounting Act of
29 September 1994, established on the basis of the latest approved financial statements,
b) an agreement
unrelated to the Company's economic activities specified in § 3 clause 1
of the Statutes whose value equals at least 50,000 zlotys,
c) an agreement
of debt release or other agreements having a similar effect whose value
exceeds 50,000 zlotys or 0.1% of the total assets within the meaning of the Accounting
Act of 29 September 1994, established on the basis of the latest approved financial
statements,
d) an agreement for the provision of legal services, marketing services, public relations
and social communication services, as well as management consultancy services, if the
amount of remuneration to be paid for the services provided under this agreement or
other agreements concluded with the same entity exceeds 500,000 zlotys net per year
in total,
e) changes in agreements for the provision of legal services, marketing services, public
relations services, social communication services and management consultancy
services if such changes increase the amount of remuneration above the amount referred
to in letter d,
f) agreements for the provision of legal services, marketing services, public relations
services and social communication services as well as management consultancy
services, which do not provide for the maximum amount of remuneration,
6) the Company's granting of sureties or guarantees for entities other than directly or
indirectly subordinate companies (within the meaning of the Commercial Companies
Code),
7) agreements providing for the construction or commissioning of connections with power
systems of other countries,
8) the Company's incurring other liabilities with a value equal to or exceeding 400,000,000
zlotys, excluding agreements or liabilities related to:
a) trade transactions concerning electricity and gas, related products and rights related
thereto,
b) capacity market and other capacity mechanisms,
c) balancing market,
d) CO2 emission allowances,
e) purchase and sale of fuels and production raw materials and combustion products,
f) joint financial liquidity management ("cash pooling"), to which the Company is a
party as a coordinator or as a participant, and the companies directly or indirectly
dependent on the Company (within the meaning of the Commercial Companies
Code) are participants or a coordinator, as well as a bank, provided that the
Supervisory Board's consent is not also required for the establishment of debt limits
granted by the Company under joint liquidity management for system participants,-
9) advance payments towards planned dividends,
10) implementing investment undertakings by the Company or the companies directly or
indirectly dependent on the Company (within the meaning of the Commercial Companies
Code), as well as the implementation of investment undertakings by the companies in
which the Company or its directly or indirectly dependent companies hold shares,
including investment undertakings co-financed or secured by the Company, or on the
Company's assets, with a value exceeding 500,000,000 zlotys, and for investment
undertakings concerning or related to the distribution network within the meaning of the
energy law, with a value exceeding 80,000,000 zlotys,
11) the manner of exercising the voting right by a representative of the Company at General
Meetings or Shareholders' Meetings of companies whose objects include electric power
generation, or distribution or trade, in matters concerning the following:
a) the incurring of contingent liabilities by such companies, excluding incurring
of contingent liabilities incurred towards the Company,
b) the conclusion of credit or loan agreements by these companies, excluding
loan agreements concluded with the Company,
the establishment
of security interests by these companies including on their
c)
assets, excluding the establishment of security interests in favour of the
Company,
for investment undertakings with a value exceeding 500,000,000 zlotys, and for
investment undertakings concerning or related to the distribution network within the
meaning of the energy law, with a value exceeding 80,000,000 zlotys,
12) the manner of exercising the voting right by a representative of the Company at General
Meetings or Shareholders' Meetings in companies for which the Company is the dominant
entity within the meaning of Article 4 item 3 of the Competition and Consumer Protection
Act of 16 February 2007, in the following matters:
a) the establishment of another company by a company,
b) changes in a company's statutes, articles of association or objects,
c) a company's merger, transformation, demerger, dissolution or liquidation,
d) an increase or decrease in a company's share capital,
e) the disposal or lease of a company's undertaking or its organised part, or the
establishment of a limited property right thereon,
f) the redemption of shares,
g) the determination of remuneration for members of management boards and supervisory
boards,
h) decisions with respect to claims for compensation of damage caused in connection with
the establishment of a company and the fulfilment of managerial or supervisory duties,-
i) matters referred to in Article 17 clause 1 of the Act of
the Management of the State
Property Management Act of 16 December 2016, subject to § 42 item 8
3. Besides, the competence of the Supervisory Board shall include in particular the
following:
1) delegating members of the Supervisory Board to temporarily perform the duties of
these members of the Management Board who are incapable of performing their
duties,
2) giving consent to members of the Management Board to hold positions in other
companies'
governing
bodies
4.The Supervisory Board's refusal to grant consent in matters specified in clause 2 and clause
3
item
2
shall
require
a
justification.
§ 19
1. The Supervisory Board may delegate its particular members to individually perform
particular
supervisory
activities
for
a
definite
period
of
time
2. A delegated member of the Supervisory Board shall be obliged to submit to the Board
written
reports
on
conducted
activities
    1. The Supervisory Board shall consist of from five to nine members. The Supervisory Board elected by way of group voting shall consist of five members.-----------------------
    1. Members of the Supervisory Board shall be appointed and dismissed by the General Meeting, subject to the provisions of clauses 3 to 7below.------------------------------------
    1. At least half of members of the Supervisory Board, appointed by the General Meeting shall be elected from among persons identified by a shareholder specified in § 46 clause 2.------------------------------------------------------------------------------------------
    1. A motion to appoint a member of the Supervisory Board shall be submitted to the Management Board; if such motion is submitted at the General Meeting whose agenda includes the selection of the Supervisory Board, to be valid, it should be submitted to the Chairperson of the General Meeting immediately after the election of the Chairperson, but not later than before the beginning of a vote on the selection of members of the Supervisory Board. Each such motion shall be subject to a separate vote. -----------------
    1. The State Treasury shall be entitled to appoint and dismiss one member of the Supervisory Board by way of a written declaration submitted to the Management Board. Such appointment or dismissal shall become effective as at the time of a relevant statement to the Management Board and shall not require a resolution of the General Meeting. This right of the State Treasury shall expire at the time when the State Treasury ceases to be a shareholder in the Company. -----------------------------------------------------------------------
    1. The Supervisory Board shall include at least one person appointed by the General Meeting from among the persons meeting the criteria of independence specified in the principles of corporate governance adopted by the Board of the Warsaw Stock Exchange. Proposing a candidate for this position a shareholder nominating such candidate shall submit to the minutes of the General Meeting such candidate's written statement confirming his/her independence. The members of the Supervisory Board are required to submit a statement of compliance or non-compliance with the independence criteria specified in the principles of corporate governance adopted by the Board of the Warsaw Stock Exchange and to inform if there are any changes due to which the submitted statement becomes out-of-date.--------------------------------------------------------------------
    1. Members of the of the Supervisory Board shall be appointed for a joint term of office which lasts three full financial years.--------------------------------------------------------------
    1. The State Treasury's failure to appoint a member of the Supervisory Board referred to in clause 5 above or the General Meeting's failure to elect members of the Management Board meeting the criteria of independence referred to in clause 6 above or the absence of such persons in the composition of the Supervisory Board shall not prevent the Supervisory Board from adopting validresolutions.--------------------------------------------
    1. If, in consequence of the expiry of the mandate of a member of the Supervisory Board, the number of members of the Supervisory Board becomes smaller than the minimum specified in clause 1 above, the Management Board shall immediately convene the General Meeting with a view to supplementing the composition of the Supervisory Board. In the event of the expiry of a mandate of at least one member of the Supervisory Board elected by way of group voting, the State Treasury shall recover its individual right referred to in clause 5. --------------------------------------------------------------------------------------------------------
    1. A member of the Supervisory Board may be dismissed by the General Meeting at any time, subject to § 20 clause 5 of the Statutes. ----------------------------------------------------
    1. A member of the Supervisory Board shall submit his/her resignation in writing to the Management Board to the address of the Company's registered office. ---------------------
    1. The Supervisory Board shall elect its Chairperson, Vice Chairperson and Secretary from among its members.---------------------------------------------------------------------------------
    1. The Supervisory Board may elect a new Chairperson, Vice Chairperson or Secretary of the Board at any time. -------------------------------------------------------------------------------
    1. The Chairperson of the Supervisory Board is elected from among persons identified by a shareholder specified in § 46 clause 2. ---------------------------------------------------------
    1. Meetings of the Supervisory Board shall be chaired by its Chairperson and in the event of his/her absence the Vice Chairperson.---------------------------------------------------------
    1. Statements addressed to the Supervisory Board between its meetings shall be submitted to the Chairperson of the Board, and if it is not possible, to the Vice Chairperson of the Board orits Secretary.-------------------------------------------------------------------------------

§ 23

    1. The Supervisory Board shall hold meetings at least once every two months.---------------
    1. The first meeting of the Supervisory Board in a new term of office shall be convened by the Chairperson of the General Meeting at which the Supervisory Board is elected, before the closing of the General Meeting. The date of such meeting may not fall later than two weeks after the date of the General Meeting. In the event that the first meeting of the Supervisory Board is not convened in this manner, the first meeting of the Supervisory Board shall be convened by the Management Board, and the date of the meeting may not be later than four weeks after the date of the General Meeting.-------------------------------
    1. Meetings of the Supervisory Board shall be convened by the Chairperson of the Board or the Vice Chairperson in place of the Chairperson. A meeting of the Supervisory Board should be also convened at the request of any member of the Supervisory Board or at the request of the Management Board.----------------------------------------------------------------

§ 24

    1. The convening of a meeting of the Supervisory Board shall be effective if all members of the Supervisory Board are invited in writing at least seven days before the planned date of a meeting. For important reasons, the Chairperson or Vice Chairperson of the Supervisory Board may shorten this period to two days specifying the manner of deliveringwritten invitations.----------------------------------------------------------------------
    1. An invitation to a meeting of the Supervisory Board shall specify the date and place of such meeting, as well as the possibility of using means of direct remote communication during the meeting. A detailed agenda of a meeting shall be attached to such invitation.-
    1. A change in the agenda of a meeting may be effected if all members of the Supervisory Board are present at a meeting and none of them has raised an objection to such change.
    1. Meetings of the Supervisory Board may be held even if not formally convened, provided that all the members of the Supervisory Board are present at the meeting and none of the members of the Supervisory Board has objected to holding the meeting and the proposed agenda of the meeting. ------------------------------------------------------------------------------
    1. The Supervisory Board shall adopt resolutions if at least half of its members are present at a meeting and all members have been duly invited to a meeting.--------------------------
    1. The Supervisory Board shall adopt resolutions in open voting. If at a meeting of the Supervisory Board an equal number of votes are cast for and against a resolution, the vote cast by the Chairperson of the Supervisory Board shall prevail.-----------------------------
    1. Secret voting shall be ordered following a motion put forward by a member of the Supervisory Board and in personal matters.------------------------------------------------------
    1. The Supervisory Board may adopt resolutions in writing or using means of direct remote communication. A resolution may be adopted under this procedure if all members of the Supervisory Board have been previously presented with proposed resolutions together with their justifications as well as a justification for following this procedure of adopting a resolution.------------------------------------------------------------------------------------------
    1. Resolutions adopted under the procedure specified in clause 4 and the results of votes shall be presented at the nearest meeting of the Supervisory Board. -------------------------
    1. Under the procedure specified in clause 4, resolutions concerning the election or dismissal of the Chairperson, Vice Chairperson and Secretary of the Supervisory Board, the appointment, dismissal or suspension of a member of the Management Board may not be adopted.------------------------------------------------------------------------------------------------

§ 26

    1. The Supervisory Board shall adopt its regulations specifying in detail its procedures.----
    1. The Regulations of the Supervisory Board referred to in clause 1 above, or a resolution of the General Meeting may provide for the establishment of committees within the Supervisory Board, in particular the Audit Committee as well as the Appointments and RemunerationCommittee.--------------------------------------------------------------------------
    1. Members of the Supervisory Board shall be obliged to participate in meetings of the Supervisory Board. Excusing the absence of a member of the Board from its meeting shall require a resolution of the Supervisory Board. --------------------------------------------
    1. Members of the Supervisory Board shall be entitled to a monthly remuneration in the amount specified by the General Meeting.--------------------------------------------------------
    1. Remuneration for a member of the Supervisory Board delegated temporarily to perform the duties of a member of the Management Board shall be determined by the Supervisory Board in the amount which shall not be higher than the highest remuneration determined for the other members of the Management Board. The member of the Supervisory Board

Translation from the Polish language delegated temporarily to perform the duties of a member of the Management Board is not entitled to his/her remuneration for performing the duties of a member of the Supervisory Board for the period of such posting. -------------------------------------------------------------- 6. The Company shall reimburse costs incurred by members of the Supervisory Board in the fulfilment of the function entrusted to them, in particular costs of travel to meetings of the Supervisory Board, costs of board and accommodation, costs of independent performance of certain supervisory activities by the members of the Supervisory Board, as well as costs of the exercise of individual supervision.------------------------------------- § 27 On behalf of the Company, the agreements with the members of the Management Board shall be entered into by an authorised member of the Supervisory Board, on the basis of a resolution adopted by the Supervisory Board.------------------------------------------------------------------------ C. THE GENERAL MEETING- -------------------------------------------------------------------- § 28 1. The General Meeting shall be convened by the Management Board:------------------------ 1) on its own initiative, ------------------------------------------------------------------------ 2) at a written request of the Supervisory Board,------------------------------------------ 3) at a written request of a Shareholder or Shareholders representing at least one twentieth of the Company's share capital,----------------------------------------------- 4) at a written request of the State Treasury as long as the State Treasury remains a Shareholder.---------------------------------------------------------------------------------- 2. A General Meeting should be convened within two weeks from the date of submitting the request referred to in clause 1 items 2 – 4.-------------------------------------------------------- 3. In the event that the General Meeting is not convened within two weeks from the date of submitting the request referred to in clause 1 item 3 or 4, the Court of Registration may authorise shareholders submitting such request to convene the Extraordinary General Meeting. ------------------------------------------------------------------------------------------------ § 29 1. General Meetings shall be held in the Company's registered office or in a place being the location of the registered office of a company operating a regulated market on which the Company's shares are traded.-------------------------- 2. The General Meeting may adopt its regulations. ----------------------------------------------- § 30

theGeneralMeeting. --------------------------------------------------------------------------------

  1. The General Meeting may adopt resolutions only with respect to affairs included in its detailed agenda, subject to Article 404 of the Commercial Companies Code.--------------

  2. The agenda shall be determined by the Management Board or another entity convening

    1. A shareholder or shareholders representing at least one twentieth of the share capital may request that particular affairs be included in the agenda of the nearest General Meeting. The State Treasury shall also be entitled to make such request as long as it remains the Company'sshareholder.----------------------------------------------------------------------------
    1. The shareholders, including the State Treasury, referred to in clause 3 may, before the date of the General Meeting, submit to the Company, in writing or by way of electronic means of communication, draft resolutions concerning affairs which have been or may be included in the agenda of the General Meeting. The right referred to in the previous sentence may be exercised as of the date on which the Company becomes a public company. ----------------------------------------------------------------------------------------------
    1. The request referred to in clause 3 should be submitted to the Management Board within the time limit specified in Article 401 § 1 of the Commercial Companies Code. In the event that the request referred to in clause 3 is submitted after the time limit specified in Article 401 § 1 of the Commercial Companies Code, it shall be regarded as a motion to convene the Extraordinary General Meeting.----------------------------------------------------
    1. The General Meeting shall be convened by the Management Board by way of an announcement made on the Company's website and in the manner specified for conveying current information in accordance with the regulations concerning public offerings, conditions for introducing financial instruments to an organised trading system and public companies.-------------------------------------------------------------------------------
    1. Such announcement should be made at least twenty-six days before the date of the General Meeting. -------------------------------------------------------------------------------------

§ 32

The General Meeting shall be opened by the Chairperson of the Supervisory Board or the Vice Chairperson in place of the Chairperson; in the event of the absence of these persons, the following persons shall be entitled to open the General Meeting in the following order: the President of the Management Board, a person appointed by the Management Board or a shareholder whose shares registered for the General Meeting entitle him/her to exercise the biggest number of voting rights. Subsequently, subject to the provisions of Article 400 § 3 of the Commercial Companies Code, the Chairperson of the General Meeting shall be elected from among those entitled to participate in the General Meeting.-----------------------------------

§ 33

One share shall give its holder one vote at the General Meeting. ------------------------------------

§ 34

By the majority of two thirds of votes, the General Meeting may order a break in its session. Altogether such breaks may not last longer than thirty days. -----------------------------------------

§ 35

Voting at the General Meeting shall be open. Secret voting shall be ordered in the case of elections of the Company's governing bodies or the Company's liquidators or motions for the dismissal of members of the Company's governing bodies or liquidators, or for bringing them to account, or in personal matters. Apart from that, secret voting shall be ordered at the request of at least one shareholder present or represented at the General Meeting.-------------------------

§ 36

Each year the Management Board shall convene the Ordinary General Meeting. The Ordinary General Meeting should be held within six months from the end of the financial year. ----------

§ 37

    1. The following matters shall require a resolution adopted by the General Meeting:--------
  • 1) selling or leasing the Company's undertaking or its organised part, or establishing a limited property right thereon, ----------------------------------------------------------
  • 2) entering into a credit, loan, surety or another similar agreement with a member of the Management Board or Supervisory Board, a commercial proxy or liquidator, or for any of suchpersons, ----------------------------------------------------------------
  • 3) increasing or decreasing the Company's share capital, --------------------------------
  • 4) issuing convertible bonds or priority bonds and issuing subscription warrants,---
  • 5) making decisions with respect to claims for compensation of damage caused in the course of fulfilling the managerial and supervisory functions, ------------------
  • 6) the Company's mergers, transformations and demergers,-----------------------------
  • 7) redemption ofshares,-----------------------------------------------------------------------
  • 8) changes in the Statutes and changes in the Company's scope of business activities, -------------------------------------------------------------------------------------
  • 9) the Company's dissolution and liquidation. ---------------------------------------------
    1. Purchasing and disposing of real property, perpetual usufruct or interests in real property or perpetual usufruct shall not require the consent of the General Meeting, subject to clause 3 items 1 and 2.-------------------------------------------------------------------------------
    1. The consent of the General Meeting is required for the following: --------------------------- 1) the Company's disposal of shares/interests in a company with respect to which frequencies from the ranges 452.5-457.5 MHz and 462.5-467.5 MHz have been reserved pursuant to a decision on frequency reservation to be issued, after consultations with the minister competent for energy-related matters, by the President of the Electronic Communication Office,-----------------------------------------------------------------------------
  • 2) the determination of the manner of voting at the General Meeting of a company with respect to which frequencies from the ranges 452.5-457.5 MHz and 462.5-467.5 MHz have been reserved pursuant to a decision on frequency reservation to be issued, after consultations with the minister competent for energy-related matters, by the President of the Electronic Communication Office, on matters concerning amendments to such a company's statutes / articles of association."

§ 38

Motions put forward by the Management Board with respect to matters specified in § 37 should be justified and include a written opinion issued by the Supervisory Board. -----------------------

IV MANAGEMENTOFTHECOMPANY
§ 39
The financial year of the audited Company is the calendar year
§ 40
The Company's account books shall be kept in accordance with the relative accounting
regulations
§ 41
1. The
Company
shall
create
the
following
capitals
and
funds:
1) share capital,
2) supplementary capital,
3) revaluation reserve,
4) other capital reserves.
2. On the basis of resolutions adopted by the General Meeting, the Company may create and
release other capitals and special purpose funds at the beginning and during a financial
year. In particular, the Company shall create supplementary capital to finance particular
expenditures or losses. The purpose of created capitals and special purpose funds shall be
determined by the GeneralMeeting
§ 411
1. The Company's disposal of components of non-current assets within the meaning of the
Accounting Act of 29 September 1994 whose market value exceeds 0.1% of the total
assets established on the basis of the latest approved financial statements shall be carried
out in the form of a tender procedure or an auction, unless the market value of components
to be disposed of is lower than 20,000 zlotys
2. The Company may dispose of the components of the non-current assets without
conducting a tender procedure
or an auctionif:
the subject matter of an agreement is shares/interests or other financial components
1)
of the assets or licences, patents or other industrial property rights or know-how, if
the conditions for a sales procedure other than a public tender procedure or an auction
are determined by a resolution of the Supervisory Board,
2)
a disposal takes place under liquidation proceedings in accordance with principles
specified in a resolution of the General Meeting, subject to separate
regulations,

3) the subject matter of a disposal is housing units constituting the property of the Company, the sales price is not lower than 50% of their market value, and they are sold to their tenants or people residing permanently with tenants within the meaning of Article 4 item 13 of the Real Property Management Act of 21 August 1997; the

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  • 6) to provide the Supervisory Board with information on the course of, and decisions adopted at, General Meetings or Shareholders' Meetings with respect to matters referred
  • 7) to provide the Supervisory Board within two months after the end of General Meetings/Shareholders' Meetings in companies in which the Company holds shares such meetings dealing with the approval of financial statements and reports on business activities or consolidated financial statements of capital groups and reports on business activities of capital groups - with annual information concerning the execution of investment undertakings with a value exceeding 500,000,000 zlotys and concerning or related to distribution network within the meaning of the energy law with a value exceeding 80,000,000 zlotys,-----------------------------------------------------------------------
  • 8) in the companies for which the Company is the parent company within the meaning of Article 4 item 3 of the Competition and Consumer Protection Act of 16 February 2007, in connection with article 17 clause 7, Article 18 clause 2, Article 20 and Article 23 as

well as taking into account Article 18a and Article 23a of the State Property Management Act, to implement the principles specified in the State Property Management Act of 16 December 2016,--------------------------------------------------------------------------------------

9) to draw up a report on representation expenses, expenses on legal services, marketing services, public relations services, social communication services and management consultancy services, as well as a report on the use of the good practices referred to in Article 7 clause 3 item 2 of the State Property Management Act of 16 December 2016, and to submit such reports together with the Management Board's report on the Company's activities for the previous financial year to the Supervisory Board.------------

§ 43

    1. The manner of the distribution of the Company's net profit shall be determined by the General Meeting in a relevant resolution. --------------------------------------------------------
    1. The General Meeting shall allocate at least 8% of profit for a given financial year to the supplementary capital until the supplementary capital has become equal to at least one third of the share capital.----------------------------------------------------------------------------
    1. The General Meeting shall determine the use of the supplementary capital, however, the part of the supplementary capital up to the amount equal to one third of the share capital may be used exclusively to finance balance-sheetlosses.--------------------------------------
    1. The General Meeting may distribute net profit among the following:------------------------
  • 1) dividendforshareholders,--------------------------------------------------------------------
  • 2) other capitals and funds,----------------------------------------------------------------------
  • 3) other purposes.---------------------------------------------------------------------------------
    1. The dividend record date and the dividend payment date shall be determined by the General Meeting. -------------------------------------------------------------------------------------
    1. If the Company maintains capital reserves, for example, for dividend payment, then such reserves may be released in part or in entirety at any time in any financial year on the basis of a resolution adopted by the General Meeting and specifying its purpose. A resolution of the General Meeting determining that a capital reserve or capital reserves be used to pay dividend shall specify the amount of such dividend and date of payment. The Management Board may submit a motion to the General Meeting to release a capital reserve.-------------------------------------------------------------------------------------------------
    1. The Management Board shall be entitled to adopt a resolution on the advance payment of expected dividend to shareholders at the end of a financial year if the Company is in possession of funds for such advance payment. Such advance payment of dividend shall require consent of the Supervisory Board. Such advance payment of expected dividend shall be possible provided that the Company has achieved profit and such profit is recognised in the approved financial statements of the Company for the previous financial year. Such advance payment of dividend may constitute not more than a half of profit achieved from the end of the previous financial year, recognised in the financial statements and audited by a statutory auditor, plus capital reserves created from profit which remain at the disposal of the Management Board for the purpose of such advance payment, less remaining losses and treasury shares.--------------------------------------------

V PUBLICATION PROVISIONS------------------------------------------------------------------

§ 44

The Company shall publish its announcements in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy). This obligation shall not apply to announcements concerning the convening of the General Meeting. All copies of such announcements shall be sent to the State Treasury as long as the State Treasury remains the Company's shareholder. If a legal regulation requires that the Company publish an announcement additionally in a periodical other than the Court and Commercial Gazette, such periodical shall be a national daily newspaper.-------------

VI INTERIM AND FINAL PROVISIONS --------------------------------------------------------

§ 45

    1. The Company may be dissolved for reasons provided for in the legal regulations. --------
    1. Members of the Management Board shall be the Company's liquidators unless a resolution adopted by the General Meeting provides for otherwise. -------------------------
    1. Shareholders shall be entitled to the Company's assets remaining after the satisfaction of creditors or the security of their claims. ----------------------------------------------------------
    1. Whenever the value of a given right, asset, agreement or liability is denominated in a currency other than the Polish zloty, for the purpose of implementing the Statutes' provisions, the equivalent of such value denominated in the Polish zloty shall be adopted; such value shall be determined on the basis of the average exchange rate of the Polish zloty to such currency announced by the National Bank of Poland on a day preceding the Management Board's adoption of a relevant resolution. --------------------------------------
    1. Whenever these Statutes refer to the value of liabilities or agreements, the net value should be taken intoaccount. ----------------------------------------------------------------------
    1. Whenever these Statutes refer to the conclusion of an agreement if these Statutes do not provide for any other basis – the following shall be adopted to determine its value:------
  • 1) in the case of an agreement concluded for a definite period of time the total value of benefits under such an agreement for its entire term,------------------------
  • 2) in the case of an agreement concluded for a indefinite period of time the total value of benefits under such an agreement for a period of 5 years.------------------
    1. Whenever these Statutes refer to the value, it must be estimated, unless it can be determined based on the Statutes or applicable provisions of law.---------------------------
    1. Whenever these Statutes refer to the Energy Law, it shall mean the Energy Law of 10 April 1997. --------------------------------------------------------------------------------------------

§ 46

    1. The limitation of the voting right referred to in § 11 clause 2 shall not apply to the following:----------------------------------------------------------------------------------------------

  • 1) shareholders who on the day when the General Meeting adopts the resolution introducing the limitation have the voting right related to shares representing more

  • than 10% of the total number of shares existing in the Company, ---------------------

  • 2) shareholders acting with shareholders specified in item 1 on the basis of agreements concerning the joint exercise of the voting right related to shares.-----------------------
    1. The right specified in § 20 clause 3 may be exercised exclusively by the shareholder who on the day when the General Meeting adopts a resolution establishing such right holds the largest share in the Company's share capital.-------------------------------------------------
    1. The right specified in § 20 clause 3 may be exercised by the shareholder referred to in clause 2 as long as such shareholder's share in the Company's share capital falls below 20%.---------------------------------------------------------------------------------------------------
    1. At the time when the right which may be exercised by the shareholder referred to in clause 2 expires in accordance with clause 3, the right specified in § 20 clause 3 shall be acquired by another shareholder representing the highest share in the Company's share capital as long as such shareholder owns at least 20% of the share capital.------------------------------
    1. If a shareholder fails to exercise the right specified in § 20 clause 5, the Supervisory Board may act in the composition appointed by the General Meeting. The above provision shall not exclude the possibility of supplementing the composition of the Supervisory Board under § 20 clause 5. ----------------------------------------------------------------------------------

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