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Changes of the statute of PGE Polska Grupa Energetyczna S.A.

  • No. of the report: 12/2009
  • Report date: 13.11.2009
  • Report legal ground: Art. 56 section 1 p. 2 of Act on Public Offering – current and periodic information

Contents of the report

The Management Board of PGE Polska Grupa Energetyczna S.A. (the “Company”, “PGE”) informs that the Extraordinary General Meeting (“EGM”), without formal convening, took place on November 10, 2009 and one resolution has been adopted.

According to a resolution No. 1 of the EGM the following changes of the statute were made:

  1. § 19 clause 1 p. 12 of the Company’s statute: „12) adopting detailed regulations specifying the procedure for the election of a member of the Supervisory Board by the Company's employees, as referred to in § 21 clause 4.”, was abolished

  2. § 21 clause 4 and clause 7 of Company’s statute:

    „4. The Supervisory Board shall include one person appointed and dismissed by the General Meeting and elected by the Company's employees pursuant to regulations adopted by the Supervisory Board.” and

    „7. Failure to elect a representative of the Company's employees referred to in clause 4 above or the absence of such representative in the composition of the Supervisory Board shall not prevent the Supervisory Board from adopting valid resolutions.”, were abolished

  3. in § 21 clause 8 of Company’s statute words „referred to in clause 5 above” were replaced with „referred to in clause 4 above”

  4. in § 21 of the Company’s statute former clauses 5, 6 and 8 currently are numbered 4, 5 i 6, accordingly.

Moreover, the resolution by EGM entitled the Supervisory Board of the Company to set the uniform content of the statute.

The resolution will come into force on the date of passing of resolution, valid from the date of registration of the changes in the statute in National Court Register.

The passing of resolution has got valid votes from 1,470,576,500 Company’s shares, constituting 100% of votes on the General Meeting of the Company and representing the same share in the share capital of the Company.

The Management Board of PGE will publish the uniform text of the statute immediately after its setting by the Supervisory Board.

Legal basis for submitting the report: § 38 section 1 p.2 and 7 of the Regulation of the Polish Minister of Finance of February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state. (Dziennik Ustaw of 2009 No. 33, item 259 as amended).