The Company’s General Meeting (GM) of Shareholders’ procedures and its empowerments are defined in the Company’s Articles of Association and in the Regulations of the General Meeting of Shareholders of TAURON Polska Energia S.A.
GM is convened by a notice published on the Company’s website and in a manner defined for providing the current information by the public companies. In case the GM is convened by an entity or a body other than the Management Board on the basis of the regulations of the Code of Commercial Companies, as convening a GM requires the Management Board’s cooperation, the Management Board is obligated to perform any activities required by law in order to convene, organize and conduct the GM‘s that take place either at the Company’s registered office or in Warsaw.
GM is opened by the Chairperson of the Company’s Supervisory Board, and in case he/she is absent, the following persons is entitled to open the GM in the given order: Vice Chairperson of the Company’s Supervisory Board, President of the Company’s Management Board, a person designated by the Company’s Management Board or the shareholder who registered at the GM such a number of shares that grant the right to exercise the highest number of votes. Subsequently, the chairperson of the GM shall be elected from among the persons entitled to participate in the GM.
GM passes resolutions irrespective of the number of shares represented at the Meeting, unless the regulations of the Code of Commercial Companies, as well as the provisions of the Company’s Articles of Association state otherwise. A GM may order a break in the meeting by the majority of two thirds of votes. Breaks shall not exceed 30 days in total. A break in the GM session may take place only in exceptional situations indicated on a case-by-case basis in the justification to the resolution, prepared based on the reasons presented by a shareholder requesting the announcement of the break. The GM resolution concerning a break shall clearly indicate the date of the resumption of the session, however, such a date must not create a barrier for participation of the majority of shareholders in the resumed meeting, including the minority shareholders.
COMPETENCE OF THE GENERAL MEETING
Competence of the General Meeting of the Company as of December 31, 2020, and as of the date of drawing up this report:
- reviewing and approving the financial statements of the Company and the consolidated financial statements of the Capital Group for the previous financial year as well as the Management Board’s report on the Company’s operations (Directors’ Report) and the Management Board’s report on the operations of the Capital Group,
- granting the acknowledgement of the fulfillment of duties to the members of the Company’s corporate bodies,
- profit distribution and coverage of loss,
- appointing and dismissing members of the Company’s Supervisory Board,
- suspending members of the Company’s Management Board in performance of their duties,
- establishing the amount of compensation for the Members of the Company’s Supervisory Board, subject to § 29, clause 4 of the Company’s Articles of Association,
- establishing the principles of determining compensation and the amount of compensation of the Members of the Company’s Management Board taking into account the provisions of the Act of June 9, 2016, on the principles of determining compensation of the management personnel of certain companies,
- adopting the compensation policy for the Members of the Management Board and the Supervisory Board of the Company, taking into account the requirements of the Act of July 29, 2005 on the public offering and the conditions for introducing financial instruments to an organized trading system and on public companies,
- selling and leasing out the Company’s enterprise or its organized part as well as establishing a limited pledge (property right) thereupon,
- concluding a credit, loan, surety agreement or any other similar agreement by the Company with a member of the Management Board, Supervisory Board, proxy, liquidator or for the benefit of any such person. Concluding a credit, loan, surety or any other similar agreement by a subsidiary with a member of the Management Board, Supervisory Board, proxy, liquidator or for the benefit of any such person,
- increasing and decreasing the Company’s share capital,
- issuing convertible bonds or senior bonds as well as registered securities or bearer securities entitling the holder thereof to subscribe or acquire the shares,
- purchasing of own shares in cases required by the regulations of the Code of Commercial Companies,
- mandatory buyback of shares (squeeze-out) in accordance with the provisions of art. 418 of the Code of Commercial Companies,
- setting up, using and liquidating reserve capitals,
- using supplementary capital,
- provisions related to claims to repair damage caused while establishing the Company or performing the management or supervision functions,
- merger, transformation and division of the Company,
- redemptions (retirements) of shares,
- amendment to the Company’s Articles of Association and change of the subject of the Company’s operations,
- dissolving and liquidating the Company.
In accordance with the provisions of the Code of Commercial Companies the decision on the issue and repurchase of shares shall be included within the competence of the GM.
Pursuant to the Act of July 29, 2005 on the public offering and the conditions for introducing financial instruments to an organized trading system and on public companies, the competences of the GM of the Company include, in addition, the preparation of an opinion on the compensation received by the Members of the Management Board and the Supervisory Board of the Company in the last financial year.
SHAREHOLDERS’ RIGHTS AND THE MANNER OF EXERCISING THEREOF
The description of the Company’s shareholders’ rights related to the GM in accordance with the Company’s Articles of Association, Code of Commercial Companies and the Regulations of the GM is presented below.
Description of the Company’s shareholders’ rights related to the General Meeting of the Company
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SHAREHOLDERS’ RIGHTS |
DESCRIPTION OF SHAREHOLDERS’ RIGHTS |
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| 1. | Convene a GM | Shareholders representing at least 1/20 of the share capital, may request convening of an Extraordinary GM. Such a request should include a concise justification. It may be submitted to the Company’s Management Board in writing or in an electronic form, to the Company’s e-mail address, provided by the Company on its website under the Investor Relations tab. Shareholders representing at least a half of the share capital or at least half of all of the votes in the Company may convene an Extraordinary GM and appoint a chairperson of such GM. |
| 2. | Include matters (items) in the agenda of the GM | Shareholders representing at least 1/20 of the share capital, may request that certain matters (items) be included in the agenda of the forthcoming GM. Such a request, including a justification or a draft resolution related to the proposed item of the agenda, should be submitted to the Company’s Management Board not later than 21 days prior to the set date of the GM in electronic form to the Company’s e-mail address or in writing to the Company’s address. |
| 3. | Become acquainted with the list of shareholders | Shareholders may become acquainted with the shareholders’ list at the Company’s Management Board’s seat for 3 weekdays preceding directly the GM’s date. Shareholders may also request that the list of shareholders be sent to them free of charge by electronic mail, providing the address to which the list should be sent. |
| 4. | Participate in the GM | Only persons who are Shareholders 16 days before the date of the GM (date of registering to participate in the GM) shall have the right to take part in the GM. In order to participate in the GM shareholders should submit a request to issue a name bearing affidavit on the right to take part in the GM to an investment (brokerage) company running their securities account. Such a request should be submitted not earlier than following the announcement on convening of the GM and not later than on the first weekday following the day of registering to participate in the GM. |
| 5. | Represent a shareholder by a proxy (power of attorney) | Shareholders may take part in the GM as well as exercise the voting right in person or through a proxy (power of attorney). Shares’ co-owners may take part in the GM and exercise the voting right only through a joint representative (proxy). A proxy (power of attorney) may represent more than one shareholder and vote differently based on shares of each shareholder. |
| 6. | Elect the Chairperson of the GM | Shareholders shall elect the Chairperson of the GM from among the persons entitled to take part in the GM. Each of the participants of the GM shall have the right to propose one candidate. Chairperson shall be elected by a secret ballot, by an absolute majority of votes. In case there is just one candidate for the Chairperson, election can take place by acclamation. |
| 7. | Elect the Returning Committee | Each shareholder may propose no more than 3 candidates for members of the Returning Committee to be elected by the GM, and vote for maximum 3 candidates. |
| 8. | Submit a draft resolution | During the GM a shareholder shall have the right, until the discussion on a certain item of the agenda is closed, to submit a proposal of changes to the content of a draft resolution proposed for adoption by the GM, as part of the given item of the agenda, or put forward his/her own draft of such resolution. Proposals of changes or draft resolutions, including justifications, may be submitted in writing to the Chairperson or verbally to be recorded in the minutes of the meeting. |
| 9. | Raise an objection | Shareholders who voted against a resolution and, after the GM has adopted it, want to raise their objection, should, immediately after the results of the voting have been announced, raise their objection and request it be included in the minutes of the meetings before proceeding to the next item of the agenda. In case such an objection is raised later, which however shall not take place later than by the time the GM is closed, the shareholders shall indicate against which resolution passed by the GM they are raising their objection. Shareholders raising their objection against a resolution of the GM may request their concise justification of the objection be recorded in the minutes of the meeting. |