The General Meeting

The General Meeting is the Company’s constitutive body. In addition to any matters related to the Company’s activities 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

Participation in the General Meeting

The rules governing participation in the PGNiG General Meeting are governed by the GM’s Rules of Procedure, available on the Company’s website at http://pgnig.pl/lad-korporacyjny/walne-zgromadzenie/regulamin.

The key rules of participation in the General Meeting:

• Each shareholder has the right to participate in General Meetings (GMs).
• Only persons who are the Company shareholders sixteen days prior to the date of a GM (i.e. on the record date for participation in the GM) are entitled to participate in the GM. The record date for participation in the GM 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 GM provided that they are entered in the Share Register on the registration date.
• Shareholders may participate in the GM and exercise their voting rights in person, through a representative or through a proxy.
• At the GM, 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 GM’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 GM certified as true copies by the Management Board.
• During a GM, any shareholder taking part in the GM may submit procedural motions.

Voting at the General Meeting

•  One share confers the right to one vote at the GM

Voting at the GM is by 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 orrepresented at the GM so demands.

Pursuant to the Articles of Association, for as long as the State Treasury holds Company shares, the State Treasury, represented by the entity authorised to exercise rights conferred by the shares held by the State Treasury, has the right to appoint and dismiss one member of the Supervisory Board.

Further, pursuant to the Articles of Association, the minister competent for energy 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 (GM) 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 the GM more than 10% of the total voting rights existing as at the date of the GM, 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 in the Company on the date of the GM’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 restrictions, votes of shareholders bound by a parent-subsidiary relationship are aggregated; if the aggregated number of votes exceeds 10% of total voting rights in 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 2021, item 1933), 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 July 22nd 2020, the amendments to the Company’s Articles of Association adopted by Resolution No. 23/2020 of the Annual General Meeting of PGNiG of June 24th 2020 were recorded in the court register.