SHAREHOLDERS

Pursuant to the Articles of Association, as long as the State Treasury holds Company shares, the State Treasury, represented by the minister competent for matters pertaining to energy, has the right to appoint and remove one member of the Supervisory Board.

Further, pursuant to the Articles of Association, the State Treasury (as a shareholder) approves in writing: (i) any changes to the material provisions of existing trade contracts for natural gas imports to Poland, as well as execution of such contracts, and (ii) the implementation of any strategic investment projects or the Company’s involvement in investment projects which may, permanently or temporarily, impair the economic efficiency of the Company’s business activities, but which are necessary to ensure Poland’s energy security.

Irrespective of the State Treasury’s ownership interest in the Company, the State Treasury has the right to demand that the General Meeting be convened and that particular matters be placed on its agenda.

Under PGNiG’s Articles of Association, the voting rights of the Company’s shareholders have been restricted so that no shareholder (except as specified below) can exercise at a General Meeting more than 10% of the total voting rights existing as at the date of the General Meeting, with the proviso that this restriction is deemed non-existent for the purposes of determining the obligations of buyers of major holdings of shares. The voting rights restrictions do not apply to shareholders who were holders of shares conferring more than 10% of total voting rights at the Company on the date of the General Meeting’s resolution imposing the restrictions, and to shareholders acting together with shareholders holding shares conferring more than 10% of total voting rights under agreements on voting in concert.

For the purpose of the voting rights restriction, votes of shareholders bound by a parent-subsidiary relationship are aggregated and if the aggregated number of votes exceeds 10% of total voting rights at the Company, it is subject to reduction.

Under Art. 13.24 of the Act on State Property Management of December 16th 2016 (Dz.U. of 2016, item 2259, as amended), Company shares held by the State Treasury may not be disposed of.

Pursuant to the Commercial Companies Code and the Company’s Articles of Association, amendments to the Articles of Association are introduced by virtue of resolutions adopted by the General Meeting with the required majority of votes, and must be recorded in the business register. Any amendment to the Articles of Association must be submitted by the Management Board to the registry court within three months from the date on which the General Meeting adopted the resolution introducing the amendment.

The consolidated text of the Articles of Association is drawn up by the Management Board and then approved by the Supervisory Board.

On September 17th 2019, the procedure to register amendments to the Company’s Articles of Association made by Resolution No. 6/2019 of the PGNIG Extraordinary General Meeting of August 21st 2019 was completed.