GENERAL MEETING

Operation and principal powers of the PGNIG General Meeting, shareholder rights and the procedures for exercising those rights
The General Meeting operates in accordance with the provisions of the Commercial Companies Code, the Articles of Association and the Rules of Procedure for the General Meeting. The Rules of Procedure for the General Meeting include in particular the rules of conducting meetings and adopting resolutions. The Rules of Procedure for the General Meeting are available on the Company’s website at http://en.pgnig.pl/. On January 23rd 2019, the Extraordinary General Meeting passed a resolution to amend the Rules of Procedure for the General Meeting
Convening and cancelling the General Meeting

The Annual General Meeting is convened by the Management Board once a year, no later than within six months from the end of a financial year. 

Shareholders representing at least 50% of the share capital or at least 50% of the total voting power may convene an Extraordinary General Meeting.

The Supervisory Board may convene an Annual General Meeting if the Management Board fails to do so within the time limit specified in the Commercial Companies Code or the Articles of Association, or an Extraordinary General Meeting, if the Supervisory Board deems it advisable.

General Meetings are convened by publishing a notice on the Company’s website and in any other form prescribed for the purposes of current disclosures under the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies. The notice should be published at least 26 days before the date of the General Meeting.
The General Meeting convened on the initiative of the Management Board may be cancelled by the Management Board for a good reason.

Description of key powers of the General Meeting 

The General Meeting is the Company’s constitutive body. In addition to any matters related to the Company’s operations and matters specified in applicable laws, the General Meeting resolves on: 

  • Review and approval of the financial statements for the preceding financial year and the Directors’ Report on the Company’s operations;
  • Approval of performance of duties by members of the Company’s governing bodies;
  • Distribution of profit or coverage of loss;
  • Determination of the dividend record date or a decision on payment of dividend in instalments;
  • Appointment and removal of Supervisory Board members;
  • Review and approval of the Group’s consolidated financial statements and the Directors’ Report on the Group’s operations for the preceding financial year;
  • Suspension of members of the Management Board from their duties, or their removal from office;
  • Disposal or lease of the Company’s business or its organised part, or creation of limited property rights therein;
  • Increase in or reduction of the Company’s share capital;
  • Issue of convertible bonds or bonds with pre-emptive rights, issue of subscription warrants;
  • Acquisition of the Company’s own shares for the purpose of offering them to the Company’s employees or to persons who were employed by the Company or its related entities for at least three years;
  • Mandatory buy-back of shares;
  • Creation, use and liquidation of capital reserves;
  • Use of statutory reserve funds;
  • Merger, transformation or demerger of the Company;
  • Amendments to the Company’s Articles of Association and changes in its business profile;
  • Definition of the rules and amounts of remuneration of Supervisory Board members and the rules of remuneration of Management Board members.
Shareholder rights at General Meetings and the procedures for exercising those rights
Participation in the General Meeting 

The rules of participation in the General Meeting are set out in the Rules of Procedure for the General Meeting, available on the Company’s website at http://pgnig.pl/lad-korporacyjny/walne-zomadzenie/regulamin. 

Below is a summary of key provisions of the Rules. 

  • Each shareholder of the Company has the right to participate in General Meetings.
  • Only persons who have been the Company’s shareholders for at least 16 days prior to the date of the General Meeting (the record date for participation in the General Meeting) are entitled to attend the General Meeting. The record date for participation in the General Meeting is the same for the holders of rights under bearer shares and under registered shares.
  • Holders of rights under registered shares or provisional certificates as well as pledgees and usufructuaries holding voting rights are entitled to participate in the General Meeting, provided that they are entered in the share register on the record date for participation in the General Meeting.
  • Shareholders may participate in the General Meetings and exercise their voting rights in person, through a representative or through a proxy.
  • At the General Meeting, the Management Board is required to provide shareholders – at their request – with information on the Company if such information is needed to assess an item on the Meeting’s agenda. The Management Board may refuse to provide information if this could adversely affect the Company, its affiliate, or its subsidiary company or cooperative, especially through disclosure of any technical, trade or organisational secrets.
  • A shareholder may require that a list of shareholders be sent to him/her free of charge by email, may inspect the book of minutes or demand to be given copies of the resolutions of the General Meetings certified as true copies by the Management Board.
  • During the General Meeting, any shareholder taking part in the General Meeting may submit procedural motions.
  • The Company’s Articles of Association do not provide for the possibility of participating in the General Meeting by means of electronic communication (including speaking at the General Meeting by means of electronic communication), or of exercising voting rights by postal ballot or by means of electronic communication.
Voting at the General Meeting 
  • One share confers the right to one vote at the General Meeting.
  • Votes at the General Meeting are cast in an open ballot. A secret ballot is ordered when voting on the election or removal from office of members of the Company’s governing bodies or on appointment of its liquidator, on bringing members of the Company’s governing bodies or its liquidator to account, and on personnel matters. Furthermore, a secret ballot is ordered if at least one shareholder present or represented at the General Meeting so demands.