General meeting

The GM is the Company’s constitutive body. In addition to any matters related to the Company’s activities and matters specified in applicable laws, the GM 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 (GM) are governed by the Rules of Procedure of the General Meeting, available on the Issuer’s website at https://pgnig.pl/pgnig/lad-korporacyjny/walne-zgromadzenie/regulamin.

The key rules of participation in the General Meeting:

• Each shareholder has the right to participate in GM.
• Only persons who have been the Company’s shareholders for at least 16 days prior to the date of the GM (the record date for participation in the GM) are entitled to attend 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 record date for participation in the GM.
• 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 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 GM certified as true copies by the Management Board.
• During the 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.

Votes at the GM 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 GM so demands.

Pursuant to the Articles of Association, as long as the State Treasury remains a shareholder of the Issuer, the State Treasury, represented by an entity entitled to exercise the rights attached to shares belonging to the State Treasury, is entitled to appoint and dismiss one member of the Supervisory Board.

Additionally, pursuant to the Articles of Association, the State Treasury (as a shareholder) expresses its consent in writing: (i) to change significant provisions of existing trade agreements regarding the import of natural gas to Poland and to conclude new such trade agreements, as well as (ii) to implementation of strategic investment projects or the Company’s participation in investment projects that may permanently or temporarily deteriorate the economic efficiency of the Company’s operations, but are necessary to ensure Poland’s energy security.

The State Treasury is entitled to demand that a General Meeting (GM) be convened and that certain matters be placed on the agenda, irrespective of its share in the Issuer’s share capital.

The Articles of Association of PGNiG restricts the voting rights of shareholders in such a way that none of them (except for the ones described below) may exercise more than 10% of the total number of votes in the Company at the General Meeting on the date of the General Meeting, provided that for the purposes of determining the obligations of significant purchasers blocks of shares, such restriction of the voting right shall be deemed non-existent. The restriction of the voting right does not apply to shareholders who, on the date of adopting the resolution introducing the restriction, are entitled to shares representing more than 10% of the total number of votes in the Company, and shareholders acting with shareholders representing more than 10% of the total number of votes, on the basis of concluded agreements regarding jointly exercising voting rights attached to shares.

For the purposes of restricting the voting right, the votes of shareholders between whom there is a relationship of dominance or dependence are aggregated; in the event that the accumulated number of votes exceeds 10% of the total number of votes in the Company, it is subject to reduction

Pursuant to Art. 13 point 24 of the Act of December 16, 2016 on the principles of state property management (Journal of Laws of 2016, item 2259, as amended), the Issuer’s shares belonging to the State Treasury may not be sold.

Pursuant to the Code of Commercial Companies and the Issuer’s Articles of Association, an amendment to the Articles of Association requires a resolution of the General Meeting adopted by an appropriate majority of votes and an entry in the register of entrepreneurs. The Management Board notifies the amendment to the Articles of Association to the registry court. An amendment to the Articles of Association may not be submitted after three months from the date of adopting a resolution by the General Meeting on amending the Articles of Association. The uniform text of the Issuer’s Articles of Association is prepared by the Management Board and then approved by the Supervisory Board.

On July 22, 2020, the registration procedure of the amendments to the Issuer’s Articles of Association adopted by Resolution No. 23/2020 of the Ordinary General Meeting of PGNiG of June 24, 2020 was completed.