THE STATUTES OF PGE POLSKA GRUPA ENERGETYCZNA SPÓŁKA AKCYJNA
A draft consolidated text of the Company Statutes including the changes proposed for adoption by the Extraordinary General Meeting on 5 September 2016.
| I |
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GENERAL PROVISIONS------------------------------------------------------------------------ |
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§ 1 |
| 1. |
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The Company shall conduct activities under the business name of "PGE Polska Grupa
Energetyczna Spółka Akcyjna"-
------------------------------------------------------------------- |
| 2. |
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The Company may use a distinctive trademark.
------------------------------------------------- |
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§ 2 |
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The location of the Company's registered office shall be Warsaw.
---------------------------------- |
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§ 3 |
| 1. |
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The Company's activities are:
---------------------------------------------------------------------- |
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1) |
Mining of hard coal (PKD
05.10.Z), ------------------------------------------------------ |
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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; mining of clays 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) |
Processing of
nuclear fuel (PKD
24.46.Z),------------------------------------------------ |
|
9) |
Manufacture of metal structures and parts of structures (PKD
25.11.Z),------------- |
|
10) |
Manufacture of electronic components (PKD
26.11.Z),--------------------------------- |
|
11) |
Manufacture of electricity distribution and control apparatus (PKD
27.12.Z),------- |
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| 12) |
Manufacture of wiring devices (PKD
27.33.Z),------------------------------------------ |
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| 13) |
Manufacture of other electrical equipment (PKD
27.90.Z),---------------------------- |
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| 14) |
Repair and installation of machinery and equipment (PKD
33),----------------------- |
|
| 15) |
Electric power generation, transmission, distribution and trade (PKD
35.1),-------- |
|
| 16) |
Manufacture of gas; distribution of gaseous fuels through mains (PKD
35.2),------ |
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| 17) |
Generation
and supply of steam, hot water and air to air conditioning systems
(PKD
35.3),------------------------------------------------------------------------------------ |
|
| 18) |
Water collection, treatment and supply (PKD
36.00.Z),--------------------------------- |
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| 19) |
Sewerage (PKD
37.00.Z),------------------------------------------------------------------- |
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| 20) |
Waste collection, treatment and disposal activities; materials recovery (PKD
38),- |
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| 21) |
Remediation activities and other waste management services (PKD
39.00.Z),------ |
|
| 22) |
Development of building projects (PKD
41.10.Z),--------------------------------------- |
|
| 23) |
Construction of residential and non-residential buildings (PKD
41.20.Z), ----------- |
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| 24) |
Construction of utility projects (PKD
42.2),---------------------------------------------- |
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| 25) |
Construction of water projects (PKD
42.91.Z),------------------------------------------- |
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| 26) |
Construction of other civil engineering projects n.e.c. (PKD
42.99.Z),--------------- |
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| 27) |
Specialised construction activities (PKD
43),--------------------------------------------- |
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| 28) |
Wholesale on a fee or contract basis (PKD
46.1),---------------------------------------- |
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| 29) |
Wholesale of other machinery and equipment (PKD
46.69.Z),------------------------ |
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| 30) |
Other specialised wholesale (PKD
46.7),-------------------------------------------------- |
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| 31) |
Freight rail transport (PKD
49.20.Z),------------------------------------------------------ |
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| 32) |
Freight transport by road (PKD
49.41.Z),------------------------------------------------- |
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| 33) |
Transport via pipeline (PKD
49.50),------------------------------------------------------- |
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| 34) |
Warehousing and storage of other goods (PKD
52.10.B),------------------------------ |
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| 35) |
Service activities incidental to land transportation (PKD
52.21.Z),-------------------- |
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| 36) |
Cargo handling (PKD
52.24.C),------------------------------------------------------------ |
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| 37) |
Telecommunications (PKD
61),------------------------------------------------------------ |
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| 38) |
Computer programming, consultancy and related activities (PKD
62),--------------- |
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| 39) |
Data processing, hosting and related activities (PKD
63.11.Z),------------------------ |
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| 40) |
Other information service activities n.e.c. (PKD
63.99.Z),----------------------------- |
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| 41) |
Other monetary intermediation (PKD
64.19.Z),------------------------------------------ |
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| 42) |
Activities of holding companies (PKD
64.20.Z),----------------------------------------- |
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| 43) |
Trusts, funds and similar financial entities (PKD
64.30.Z),----------------------------- |
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| 44) |
Other
financial
service
activities,
except
insurance
and
pension
funding
(PKD
64.9),------------------------------------------------------------------------------------ |
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| 45) |
Security and commodity contracts brokerage (PKD
66.12.Z),------------------------- |
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| 46) |
Other activities auxiliary to financial services, except insurance and pension
funding (PKD
66.19.Z),---------------------------------------------------------------------- |
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| 47) |
Buying and selling of own real estate (PKD
68.10.Z),---------------------------------- |
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| 48) |
Rental and operating of own or leased real estate (PKD
68.20.Z),
-------------------- |
|
| 49) |
Management of real estate on a fee or contract basis (PKD
68.32.Z),----------------- |
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| 50) |
Accounting, bookkeeping and auditing activities; tax consultancy (PKD
69.20.Z),- |
|
| 51) |
Activities of head offices and holdings, except financial holdings (PKD
70.10.Z),- |
|
| 52) |
Management consultancy activities (PKD
70.2),----------------------------------------- |
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| 53) |
Architectural
and
engineering
activities
and
related
technical
consultancy
(PKD
71.1), ------------------------------------------------------------------------------------ |
|
| 54) |
Technical testing and analysis (PKD
71.20), --------------------------------------------- |
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| 55) |
Other research and experimental development on natural sciences and engineering
(PKD
72.19.Z), ------------------------------------------------------------------------------- |
|
| 56) |
Market research and public opinion polling (PKD
73.20.Z), -------------------------- |
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| 57) |
Specialised design activities (PKD
74.10.Z), --------------------------------------------- |
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| 58) |
Renting and leasing of other vehicles, with the exception of motorcycles
(PKD
77.12.Z), ------------------------------------------------------------------------------ |
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| 59) |
Renting and leasing of construction and civil engineering machinery and
equipment (PKD
77.32.Z), ------------------------------------------------------------------ |
|
| 60) |
Renting
and
leasing
of
other
machinery,
equipment
and
tangible
goods
n.e.c.(PKD
77.39.Z), ------------------------------------------------------------------------- |
|
| 61) |
Security systems service activities (PKD
80.20.Z), ------------------------------------- |
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§ 5
The Company has been established for an indefinite period of time.--------------------------------
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- The founder of the Company is the State Treasury.--------------------------------------------
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- 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.
-
- 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 in Warsaw.
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- 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 in Warsaw.------------------------------------------------------------------------
II SHARE CAPITAL AND SHARES --------------------------------------------------------------
§ 7
The Company's share capital shall equal PLN 24.306.890.777 (say: twenty-four billion three hundred and six million eight hundred and ninety thousand seven hundred and seventy-seven zloty) 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 PLN 13 (thirteen zloty) 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
- Shares in the Company shall be bearer shares.--------------------------------------------------- 3. A change of bearer shares to registered shares shall not be allowed.------------------------- 4. 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) The Management Board, --------------------------------------------------------------------- 2) The Supervisory Board, ---------------------------------------------------------------------- 3) The General Meeting.-------------------------------------------------------------------------
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- 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.- ----------------------------------------------------------------------------------
-
- 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 nonexistent.------------------------------------------------------------------------------------------------
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- The limitation of the voting right referred to in clause 2 shall not apply to shareholders specified in § 46 clause 1.---------------------------------------------------------------------------
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- 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.----------------------------------------------------
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- 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.----------------------------------------------------------------
-
- 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 higherlevel dominant entity) and a dependent entity (including a lower-level dependent entity and a co-dependent entity) within the meaning of the Accounting Act of
29 September 1994, or---------------------------------------------------------------------
A. THE MANAGEMENT BOARD------------------------------------------------ ----------------
-
- The Management Board shall manage the Company's affairs and represent the Company in all judicial and extra-judicial acts.--------------------------------------------------------------
-
- 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 Management Board.------------------------------------
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- 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 will on behalf of the Company. --------------------------------------------------------------------
-
- 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.----------------------------------------------------------------------------------------------
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- 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.-
-
- 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 Management Board.------------------------------------------------------
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- 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.---------
-
- The matters that require a resolution of the Management Board are, 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---
- b) shares, interests or other participation rights in companies.---------------------------
- 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, -------------------------------------------
- 5) concluding agreements not related to the Company's business activities specified in § 3 clause 1 of the Statutes,-------------------------------------------------------------
- 6) appointing commercial proxies,----------------------------------------------------------
- 7) appointing Company proxies authorised to incur liabilities with a value exceeding EUR 100,000.00, excluding (i) the powers of attorney to conclude agreements or incur liabilities related to trade in electricity and gas, related products and rights related thereto, and related to the purchase and sale of fuels and raw materials (ii) powers of attorney ad litem, ------------------------------------
- 8) adopting the Regulations of the Management Board, ---------------------------------
-
9) approving the Company's Organisational Regulations, -------------------------------
-
10) establishing and closing branches, ------------------------------------------------------- 11) establishing of another company, -------------------------------------------------------- 12) adopting the Company's yearly and long-term financial plans, including investment, marketing and sponsorship plans, -----------------------------------------
- 13) approving the rules of conducting sponsorship activity, ------------------------------
- 14) adopting the Company's development strategy,----------------------------------------
- 15) 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
- 16) making advanced payments towards planned dividends, -----------------------------
- 17) approving the materials submitted by the Management Board to the Supervisory Board. ----------------------------------------------------------------------------------------
-
- Irrespective of the matters mentioned in clause 2 and 3 above, a resolution of the Management Board shall be required in case of every matter submitted by the Management Board to the Supervisory Board or the General Meeting for consideration.----------------------------------------------------------------------------------------
-
- The Management Board may adopt resolutions in writing or using means of direct remote communication.- ----------------------------------------------------------------------------
-
- A detailed procedure for the Management Board's adoption of resolutions shall be specified in the Regulations of the Management Board. ---------------------------------------
-
- 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.
-
- 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. --------------------------------------------------------------------------------------
-
- The members of the Management Board are appointed for a joint three-year term of office. --------------------------------------------------------------------------------------------------
§ 16
-
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.--------------------------------------------------------------------------------------------------
-
- 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. ------------------------------------------------
-
- A member of the Management Board shall submit his/her resignation in writing to the Supervisory Board to the address of the Company's registered office.-----------------------
B. THE SUPERVISORY BOARD------------------------------------------------------------------
§ 17
The Supervisory Board shall exercise permanent supervision over the Company's operations in all areas of activity. --------------------------------------------------------------------------------------
-
- 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 of losses,- ---------------------------------------------------------------------------
- 3) submitting to the General Meeting a written report on the result of activities referred to in items 1 and 2,------------------------------------------------------------------
- 4) selecting a statutory auditor responsible for auditing or reviewing the Company's separate financial statements and the Capital Group's consolidated financial statements, if applicable,- --------------------------------------------------------------------
- 5) approving the Company's yearly and long-term financial plans, including investment, marketing and sponsorship plans, as well as determining their scope and deadlines for submission by the Management Board, ------------------------------
- 6) giving opinions on the rules of conducting sponsorship activity,----------------------
- 7) approving the Company's development strategy,-----------------------------------------
- 8) adopting detailed regulations specifying the procedures of the Supervisory Board,
- 9) approving the Regulations of the Company's Management Board,--------------------
- 10) establishing the consolidated text of the Company's Statutes,--------------------------
- 11) determining the amount of remuneration and other conditions of agreements as well as entering into agreements with the members of the Management Board (including the President of the Management Board), subject to the competence of
the General Meeting as provided for in the mandatory provisions of the law,-------
- 12) giving opinions on all motions for resolutions submitted by the Management Board to the General Meeting of the Company. ------------------------------------------
-
- The competence of the Supervisory Board shall also include giving consent to the following:----------------------------------------------------------------------------------------------
- 1) the Company's acquisition or disposal of the following components of assets: --
- a) real property, perpetual usufruct, interest in real property,- -------------------------
- b) components of the Company's tangible assets other than real property,-----------
- c) shares, interests or other participation rights in companies,-------------------------
- whose value is equal to or higher than EUR 5,000,000.00,- ----------------------------
- 2) encumbering components of the Company's property meeting the criteria mentioned in item 1 above with a limited property right in the amount (security value) equal to or higher than EUR 5,000,000.00, -------------------------------------
- 3) the Company's entering into the following agreements:------------------------------
- a) agreements providing for donations or debt releases whose value equals at least EUR 5,000.00,------------------------------------------------------------------------------
- b) agreements not related to the Company's business activities specified in § 3 clause 1 of the Statutes whose value equals at least EUR 5,000.00,- --------------
- 4) the Company's granting of sureties or guarantees on behalf of the entities other than directly and indirectly subordinate companies (within the meaning of the Commercial Companies Code),-----------------------------------------------------------
- 5) agreements providing for the construction or commissioning of connections with power systems of other countries, --------------------------------------------------
- 6) the Company's incurring of other liabilities whose value is equal to or higher than EUR 100,000,000.00; excluding the agreements or liabilities related to trade in electricity and gas, related products or related rights as well as related to the purchase and sale of fuels and raw materials, --------------------------------------
- 7) advanced payments towards planned dividends, ---------------------------------------
- 8) investment undertakings concerning or related to a power generation unit or a combined heat and power generation unit with a value exceeding EUR 50,000,000.00, or a power distribution network with a value exceeding EUR 5,000,000.00, within the meaning of the Energy Law, to be carried out or cofinanced by the Company or to be secured by the Company or on the Company's assets, -----------------------------------------------------------------------------------------
- 9) projects concerning or related to exploration for, or identification of, mineral
deposits or extraction of minerals with a value exceeding EUR 50,000,000.00 euros, within the meaning of the Geological and Mining Law, to be carried out or co-financed by the Company or to be secured by the Company or on the Company's assets,---------------------------------------------------------------------------
- 10) the manner of exercising the voting right by a representative of PGE Polska Grupa Energetyczna S.A. at the General Meeting or at the General Meetings in companies in which the Company holds at least 50% of shares or interests, in matters concerning power generation units or combined heat and power generation units with a value exceeding EUR 50,000,000.00 or power distribution networks with a value exceeding EUR 5,000,000.00, within the meaning of the Energy Law, --------------------------------------------------------------
- 11) the manner of exercising the voting right by a representative of PGE Polska Grupa Energetyczna S.A. at the General Meeting or at the General Meetings in companies in which the Company holds at least 50% of shares or interests, in matters concerning projects related to exploration for, or identification of, mineral deposits or extraction of minerals, within the meaning of the Geological and Mining Law, with a value exceeding EUR 50,000,000.00.----------------------
- 12) the manner of exercising the voting right by a representative of PGE Polska Grupa Energetyczna S.A. at the General Meetings in companies whose objects include electric power generation, transmission, distribution or sales (in Polish: obrót), in the following matters: ----------------------------------------------------------
- ̶ incurring of contingent liabilities by these companies,--------------------------
- ̶ concluding credit or loan agreements by these companies, --------------------
- ̶ establishing security by these companies, including security on their property,-------------------------------------------------------------------------------
- ̶ concluding other agreements by these companies or adopting resolutions at the General Meetings/General Meetings in companies,-------------------------
concerning or related to power generation units, combined power and heat generation units with a value exceeding EUR 50,000,000.00 or power distribution networks within the meaning of the Energy Law with a value exceeding EUR 5,000,000.00, as well as concerning or related to exploration for, or identification of, mineral deposits or extraction of minerals, within the meaning of the Geological and Mining Law, with a value exceeding EUR 50,000,000.00.---------
-
- 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.- ------------------------------------------------------------
-
The Supervisory Board's refusal to grant consent in matters specified in clause 2 and clause 3 item 2 shall require a justification. ------------------------------------------------------
§ 19
-
- The Supervisory Board may delegate its particular members to individually perform particular supervisory activities for a definite period of time.---------------------------------
-
- A delegated member of the Supervisory Board shall be obliged to submit to the Board written reports on conducted activities.-----------------------------------------------------------
-
- 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. - ---------------------
-
- Members of the Supervisory Board shall be appointed and dismissed by the General Meeting, subject to the provisions of clauses 3 to 7 below.------------------------------------
-
- 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.------------------------------------------------------------------------------------------------
-
- 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. ---------------------------------------------------------------------------------------------------
-
- 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. ------------------------------------------
-
- 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.--------------------------------------------------------
-
- Members of the Supervisory Board shall be appointed for a joint three-year term of office. --------------------------------------------------------------------------------------------------
-
- 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 valid resolutions.--------------------------------------------
-
- 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.- ----------------------------------------------------------
-
- A member of the Supervisory Board may be dismissed by the General Meeting at any time, subject to § 20 clause 5 of the Statutes. ----------------------------------------------------
-
- 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.- --------------------
§ 22
§ 24
-
- 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 delivering written invitations. ----------------------------------------------------------------------
-
- An invitation to a meeting of the Supervisory Board shall specify the date and place of such meeting; a detailed agenda of a meeting shall be attached to such invitation. --------
-
- 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.
-
- 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. --------------------------------------------------------------
-
- 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.--------------------------
-
- 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.------------------------
-
- Secret voting shall be ordered following a motion put forward by a member of the Supervisory Board and in personal matters.------------------------------------------------------
-
- 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.----------------------------------------------------------------
-
- 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.- ------------------------
-
- 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.----------------------------------------------------------------------------------------
-
- The Supervisory Board shall adopt its regulations specifying in detail its procedures.
-
- 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 Remuneration Committee.--------------------------------------------------------------------------
-
- 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. --------------------------------------------
-
- Members of the Supervisory Board shall be entitled to a monthly remuneration in the amount specified by the General Meeting.- ------------------------------------------------------
-
- 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 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. ------------------------------------------------------------------------------------------------
-
- 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. -------------------------------------
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---------------------------------------------------------------------
-
- 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.----------------------------------------------------------------------------------
-
- A General Meeting should be convened within two weeks from the date of submitting the request referred to in clause 1 items 2 – 4.---------------------------------------------------
-
- 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.-------------------------------------------------------------------------------------
-
- General Meetings shall be held in the Company's registered office.--------------------------
-
- The General Meeting may adopt its regulations. ------------------------------------------------
§ 30
-
- 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.--------------
-
- The agenda shall be determined by the Management Board or another entity convening the General Meeting. --------------------------------------------------------------------------------
-
- 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's shareholder. --------------------------------------------------------------
-
- 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. ----------------------------------------------------------------------------------------------
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- 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.- ------------------------------------
§ 31
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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.----------------------------------------------------------------------
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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. ----------
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- 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 such persons,- --------------------------------------------------
- 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 of shares,----------------------------------------------------------------------- 8) changes in the Statutes and changes in the Company's scope of business activities, ------------------------------------------------------------------------------------- 9) the Company's dissolution and liquidation.- -------------------------------------------- 2. Purchase or disposal of real property, perpetual usufruct or interest in real property shall not require a resolution adopted by the General Meeting.-------------------------------------- § 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 MANAGEMENT OF THE COMPANY-------------------------------------------------------- § 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 General Meeting.--------------------------------------------- § 42 The Management Board shall be obliged: ---------------------------------------------------------------
- 1) to draw up the Company's separate financial statements together with a report
on the Company's activities in a previous financial year within three months from the balance sheet date, ---------------------------------------------------------------
- 2) to draw up consolidated financial statements of the Capital Group together with a report on the Capital Group's activities in a previous financial year within three months from the balance sheet date,-----------------------------------------------
- 3) to have financial statements audited by a statutory auditor,- -------------------------
- 4) to submit documents referred to in items 1 and 2 together with an opinion and report prepared by a statutory auditor to the Supervisory Board for evaluation, not later than within fourteen days from receiving a statutory auditor's opinion on given financial statements,-------------------------------------------------------------
- 5) to provide the Supervisory Board with quarterly information on investment undertakings referred to in § 18 clause 2 items 8, 9, irrespective of progress in the execution of a particular undertaking or project,
- 6) to provide the Supervisory Board with information on the course of, and decisions adopted at, General Meetings with respect to matters referred to in § 18 clause 2 items 10, 11 and 12,----------------------------------------------------------
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7) to provide the Supervisory Board, within two months from the end of Company's General Meeting/General Meetings in companies in which the Company holds shares or interests, 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 concerning or related to power generation units, combined power and heat generation units with a value exceeding EUR 50,000,000.00 or power distribution networks with a value exceeding EUR 5,000,000.00, as well as projects concerning or related to exploration for, or identification of, mineral deposits or extraction of minerals, within the meaning of the Geological and Mining Law, with a value exceeding EUR 50,000,000.00.---------------------------
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- The manner of the distribution of the Company's net profit shall be determined by the General Meeting in a relevant resolution. --------------------------------------------------------
-
- 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.----------------------------------------------------------------------------
-
- 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-sheet losses.--------------------------------------
-
- The General Meeting may distribute net profit among the following:------------------------
-
1) dividend for shareholders,--------------------------------------------------------------------
-
2) other capitals and funds,----------------------------------------------------------------------
- 3) other purposes.---------------------------------------------------------------------------------
-
- The dividend record date and the dividend payment date shall be determined by the General Meeting.-------------------------------------------------------------------------------------
-
- If the Company maintains capital reserves, e.g. 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.----------------------------------------------------------------------------------------
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- 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 --------------------------------------------------------
-
- The Company may be dissolved for reasons provided for in the legal regulations.- -------
-
- Members of the Management Board shall be the Company's liquidators unless a resolution adopted by the General Meeting provides for otherwise. -------------------------
-
- Shareholders shall be entitled to the Company's assets remaining after the satisfaction of creditors or the security of their claims. ----------------------------------------------------------
-
- Whenever these Statutes refer to an amount denominated in the euro, such amount shall be understood as its equivalent in the Polish zloty determined on the basis of the average zloty/euro exchange rate announced by the National Bank of Poland on a day preceding the Management Board's adoption of a relevant resolution.- ---------------------
-
- 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.- ---------------------
-
- Whenever these Statutes refer to the value of liabilities or agreements, the net value should be taken into account.
-
- Whenever these Statutes refer to the conclusion of the agreement, the following should be adopted to determine its value: -----------------------------------------------------------------
- 1) in the case of an agreement concluded for a definite period the total value of the provisions under such agreement for its entire term, -----------------------------
- 2) in the case of an agreement concluded for an indefinite period the total value of the provisions under the agreement for a period of five years.--------------------
If it is impossible to determine the value of provisions under the agreement, it is necessary to estimate the value of the subject of the agreement. -----------------------------