General Meeting - Annual Report PGE 2024

General Meeting

Mode of operation of the general meeting of the company and its its key powers

Rules of the General Meeting are determined in the Code of Commercial Companies and the Company’s Statutes. The additional issues related to the activities of the General Meeting are regulated by the Rules of the General Meeting approved by the General Meeting on March 30, 2010.

The Company’s Statutes and the Rules of the General Meeting are available on the PGE’s website at:

Rights of shareholders and the manner of their execution

Rights of shareholders	Manner of their execution
CONVENING THE GENERAL MEETING	A Shareholder or Shareholders representing at least one-twentieth of the share capital may request that a General Meeting be convened.
PLACING ITEMS ON THE AGENDA OF THE GENERAL MEETING	A Shareholder or Shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the next General Meeting. The State Treasury is also entitled to this right as long as it remains a shareholder. The request should be submitted to the Management Board no later than 21 days before the scheduled date of the General Meeting, and if submitted after this date, it will be treated as a request to convene an Extraordinary General Meeting. The request should include a justification or a draft resolution concerning the proposed agenda item. The request may be submitted in electronic form.
BECOMING ACQUAINTED WITH THE LIST OF SHAREHOLDERS	At the request of a Shareholder, the list of Shareholders will be sent to him/her free of charge by e-mail to the address he/she has indicated.
PARTICIPATION IN THE GENERAL MEETING	The right to participate in the General Meeting is available only to persons who are shareholders of the Company sixteen days before the date of the General Meeting (date of registration of participation in the General Meeting). Lienors and users, who have the voting right, may participate in the General Meeting, if they are registered in the stockholders’ ledger as at the date of registration of participation in the General Meeting. A shareholder may participate in the General Meeting provided that the shareholder presents a personal certificate confirming the right to participate in the General Meeting issued by the entity which keeps the securities account.
REPRESENTATION OF A SHAREHOLDER BY A PROXY	A shareholder participates in the General Meeting and exercises the right to vote in person or through the Proxy. Proxy to participate in the General Meeting and exercise the right to vote must be granted in writing or in electronic form. Proxy granted in electronic form should be sent to the e-mail address of the Company stated in the announcement on the General Meeting, no later than before the beginning of the General Meeting. From the date the General Meeting is convened, the Company provides a form with a specimen of proxy in electronic form on its website. The Proxy of a shareholder exercises all the rights of the shareholder unless proxy provides otherwise. If the shareholder has shares recorded in more than one securities account, the shareholder may appoint a Proxy to exercise rights in shares recorded in each account.
SUBMISSION OF DRAFT RESOLUTION	Each Shareholder may, during the General Meeting, propose draft resolutions concerning matters on the agenda in accordance with the provisions of the Polish Commercial Companies Code. A Shareholder has the right, until the discussion on an agenda item is closed, to propose amendments to the content of the draft resolution proposed for adoption by the General Meeting. The proposal should be justified by the Shareholder. Proposals may be submitted in writing to the Chairperson or orally to the minutes of the meeting. The proposal should indicate the name and surname or name (business name) of the Shareholder, and in the case of a Shareholder represented by a representative, also the name and surname of the representative.
NOTIFICATION OF OBJECTION	A Shareholder raising an objection has the opportunity to submit a brief justification of the objection to the minutes of the General Meeting.

Rights of shareholders	Manner of their execution
CONVENING THE GENERAL MEETING	A Shareholder or Shareholders representing at least one-twentieth of the share capital may request that a General Meeting be convened.
PLACING ITEMS ON THE AGENDA OF THE GENERAL MEETING	A Shareholder or Shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the next General Meeting. The State Treasury is also entitled to this right as long as it remains a shareholder. The request should be submitted to the Management Board no later than 21 days before the scheduled date of the General Meeting, and if submitted after this date, it will be treated as a request to convene an Extraordinary General Meeting. The request should include a justification or a draft resolution concerning the proposed agenda item. The request may be submitted in electronic form.
BECOMING ACQUAINTED WITH THE LIST OF SHAREHOLDERS	At the request of a Shareholder, the list of Shareholders will be sent to him/her free of charge by e-mail to the address he/she has indicated.
PARTICIPATION IN THE GENERAL MEETING	The right to participate in the General Meeting is available only to persons who are shareholders of the Company sixteen days before the date of the General Meeting (date of registration of participation in the General Meeting). Lienors and users, who have the voting right, may participate in the General Meeting, if they are registered in the stockholders’ ledger as at the date of registration of participation in the General Meeting. A shareholder may participate in the General Meeting provided that the shareholder presents a personal certificate confirming the right to participate in the General Meeting issued by the entity which keeps the securities account.
REPRESENTATION OF A SHAREHOLDER BY A PROXY	A shareholder participates in the General Meeting and exercises the right to vote in person or through the Proxy. Proxy to participate in the General Meeting and exercise the right to vote must be granted in writing or in electronic form. Proxy granted in electronic form should be sent to the e-mail address of the Company stated in the announcement on the General Meeting, no later than before the beginning of the General Meeting. From the date the General Meeting is convened, the Company provides a form with a specimen of proxy in electronic form on its website. The Proxy of a shareholder exercises all the rights of the shareholder unless proxy provides otherwise. If the shareholder has shares recorded in more than one securities account, the shareholder may appoint a Proxy to exercise rights in shares recorded in each account.
SUBMISSION OF DRAFT RESOLUTION	Each Shareholder may, during the General Meeting, propose draft resolutions concerning matters on the agenda in accordance with the provisions of the Polish Commercial Companies Code. A Shareholder has the right, until the discussion on an agenda item is closed, to propose amendments to the content of the draft resolution proposed for adoption by the General Meeting. The proposal should be justified by the Shareholder. Proposals may be submitted in writing to the Chairperson or orally to the minutes of the meeting. The proposal should indicate the name and surname or name (business name) of the Shareholder, and in the case of a Shareholder represented by a representative, also the name and surname of the representative.
NOTIFICATION OF OBJECTION	A Shareholder raising an objection has the opportunity to submit a brief justification of the objection to the minutes of the General Meeting.

Convening and cancelling the General Meeting

The General Meeting is convened in the manner and in circumstances described in the Code of Commercial Companies and the Company’s Statutes. The detailed method of convening and cancelling the General Meeting is defined in the Rules of the General Meeting.

Pursuant to the Statutes of the Company, the Management Board shall convene the General Meeting on its own initiative, at the written demand of the Supervisory Board or demand of the shareholder or shareholders representing at least one twentieth of the share capital or at the written demand of the State Treasury as long as the State Treasury remains a shareholder of the Company.

The General Meeting should be convened within two weeks of the demand, by the Supervisory Board, shareholder or the State Treasury. If the General Meeting is not convened within two weeks of the demand, the registry court may authorise the shareholder or shareholders making such a demand to convene the Extraordinary General Meeting. Announcement about the convening of the general Meeting of the Company and Materials issued to shareholders in connection with the General Meeting, in particular draft resolutions proposed for voting by the General Meeting and other essential materials are provided by the Company at least 26 days before the date of the General Meeting of the Company on the corporate website www.gkpge.pl, in the manner specified for submitting current information pursuant to regulations on public offering and conditions governing the introduction of financial instruments to organised trading, and public companies.

Cancelling of the General Meeting or changing the date of the Meeting supervenes through announcement on the company’s website. The Company makes efforts to ensure that cancelling of the General Meeting or changing the date of the Meeting creates the least negative results for the Company and the shareholders.

Cancelling of the General Meeting is possible only on the petitioners’ permission or when holding of the meeting faces extraordinary obstacles or is nonrepresentational.

Cancelling of the General Meeting and changing the date of the Meeting shall occur promptly after occurrence of rationale justifying the cancelling or change of date, but not later than seven days before the date of the General Meeting, except when it is not possible or excessively difficult under the given circumstances, then the cancelling or change of date may occur at any time before the General Meeting date.

Competencies of the General Meeting of the Company

According to the provisions of the Code of Commercial Companies and Company’s Statutes the General Meeting’s main competences include adoption of resolutions on the following matters:

review and approval of the report of the Management Board on the activities of the Company and the Capital Group, financial statements and the consolidated financial statements for the past financial year,
granting approval of fulfilment of duties by the Members of the Supervisory Board and Members of the Management Board,
decision on the distribution of profit or covering the loss,
appointment and recall of Members of the Supervisory Board and determination of rules of remuneration for the Members of the Supervisory Board,
acquisition and lease of the undertaking or its organised part and placing a limited material right thereon,
concluding credit, loan, suretyship or similar agreement with a member of the Management Board, Supervisory Board, proxy, liquidator or in the name of any of such persons,
increase and reduction of the share capital of the Company,
issue of convertible bonds or preferential bonds, issue of subscription warrants,
decisions regarding claims for repair of damage caused during founding of the company and management or supervision over the Company,

merger, transformation and division of the Company,
redemption of shares,
amendment to the Statutes and change of the subject of activities of the Company,
dissolution and liquidation of the Company,
the PGE’s disposal of shares/interests in a company with respect to which frequencies from the ranges 452.5-457.5 MHz and 462.5-467.5 MHz have been reserved pursuant to a decision on frequency reservation to be issued, after consultations with the minister competent for energy-related matters, by the President of the Electronic Communication Office,
the determination of the manner of voting at the General Meeting of a company with respect to which frequencies from the ranges 452.5-457.5 MHz and 462.5-467.5 MHz have been reserved pursuant to a decision on frequency reservation to be issued, after consultations with the minister competent for energy-related matters, by the President of the Electronic Communication Office, on matters concerning amendments to such a company’s statutes / agreement.

The sale and purchase of real property, perpetual usufruct or share in real properties does not require a resolution of the General Meeting.

The General Meeting of Shareholders may vote on resolutions pertaining only to matters included on the detailed agenda, with reservation to art. 404 of the Code of Commercial Companies. This article stipulates that no resolution may be passed on items not on the agenda unless the entire share capital is represented at the General Meeting and no one present objects to the passing of the resolution. Only a motion to convene an Extraordinary General Meeting and motions of a procedural nature may be passed, even though they were not included in the agenda of the meeting.

Voting at the General Meeting of the Company

Resolutions of the General Meeting are passed with the absolute majority of votes, subject to other provisions of the Code of Commercial Companies and the Company’s Statutes. One Company share carries the right to one vote at the General Meeting of the Company.

Subject to governing provisions of the law and of the Statutes, the voting shall be open. A secret voting is administered during appointments of members of Company’s authorities or liquidators, and motions for recalling or prosecuting and during voting on personal matters. A secret voting should be also administered when requested by at least one of the shareholders present or represented at the General Meeting. The General Meeting may pass a resolution to override secret voting for matters pertaining to founding of a commission appointed by the General Meeting.

General Meetings in 2024

On January 31, 2024, the Extraordinary General Meeting passed resolutions on changes to the composition of the Supervisory Board. The General Meeting dismissed the following persons from the Supervisory Board: Janina Goss, Tomasz Hapunowicz, Mieczysław Sawaryn, Artur Składanek, Radosław Winiarski, and appointed to the Supervisory Board: Małgorzata Banasik, Eryk Kosiński, Andrzej Kozyra, Elżbieta Niebisz, Sławomir Patyra, Andrzej Rzońca and Andrzej Sadkowski.

On June 28, 2024, the Ordinary General Meeting approved the following reports for 2023: the Separate and Consolidated Financial Statements of PGE S.A., the Management Board Report on the Activities, the Report on the Activities of the Supervisory Board as a body, the Supervisory Board’s Report on the evaluation of the reports, the recommendation concerning coverage of the net loss for 2023, and the Management Board’s fulfilment of disclosure obligations under the Commercial Companies Code. It also gave a positive opinion on the Report on the Remuneration of Members of the Management Board and Supervisory Board.

On July 25, 2024, during the continuation of the meeting of June 28, 2024, the Ordinary General Meeting passed resolutions concerning a refusal to grant discharge for the performance of duties in the year 2023 to: Wojciech Dąbrowski, Ryszard Wasiłek, Wanda Buk, Paweł Śliwa, Lechosław Rojewski, Rafał Włodarski and Przemysław Kołodziejak.

On July 25, 2024, during the continuation of the meeting of June 28, 2024, the Ordinary General Meeting passed resolutions concerning the acknowledgement of the fulfillment of duties for the year 2023 to: Anna Kowalik, Radosław Winiarski, Cezary Falkiewicz and did not pass resolutions concerning the acknowledgement of the fulfillment of duties for the year 2023 to: Artur Składanek, Janina Goss, Mieczysław Sawaryn, Tomasz Hapunowicz, Zbigniew Gryglas and Marcin Kowalczyk.