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Dismissal and appointment of the Supervisory Board members

  • No. of the report: 59/2013
  • Report date: 28.06.2013
  • 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. (“PGE”, “Company”) informs that on June 27, 2013 the Ordinary General Meeting of the Company adopted resolutions on:

- dismissal of Mr. Marcin Zieliński (Chairman of the Supervisory Board) from the Supervisory Board,

- dismissal of Mr. Maciej Bałtowski from the Supervisory Board,

- dismissal of Mrs. Katarzyna Prus from the Supervisory Board,

- dismissal of Mrs. Małgorzata Dec from the Supervisory Board and re-appointment of Mrs. Małgorzata Dec and entrusting her the position of the Chairman of the Supervisory Board,

- appointment of Mrs. Małgorzata Mika-Bryska to the Supervisory Board,

- appointment of Mrs. Anna Kowalik to the Supervisory Board,

- appointment of Mr. Jacek Drozd to the Supervisory Board.

Mrs. Magorzata Dec holds PhD in economics. Graduate of the Warsaw School of Economics. Currently holds the position of the Director of Research Department at the Ministry of State Treasury, member of the Supervisory Board of Huta Pokój S.A., former President of the Supervisory Board of RUCH S.A, Nafta Polska S.A., member of supervisory boards at Polskie Radio – Regional division Radio Gdansk S.A., Nordis Chłodnie Polskie Sp. z o.o., and Warszawski Rolno – Spożywczy Rynek Hurtowy S.A. According to the submitted statement, Mrs. Małgorzata Dec is affiliated with a shareholder holding shares representing not less than 5% of all voting rights at General Meeting i.e. with State Treasury through employment at the Ministry of State Treasury.

Mrs. Małgorzata Dec has stated that her activities outside PGE are not competitive in relation to activities of the Company and that she is not participating in a competitive company as a partner in a partnership, in a civil partnership or as a member of body of a capital association, and she is not participating in other competitive legal person as a member of its body.

Mrs. Małgorzata Dec has also stated that she is not registered in Register of Insolvent Debtors, being kept on the ground of Act on National Court Register dated August 20, 1997 (Dziennik Ustaw of 2007 No. 168, item 1186 as amended).

Mrs. Anna Kowalik is a graduate of the Faculty of Law and Administration at the University of Warsaw. A legal counsel. In years 1990-1991 she was employed at the Agency for Foreign Investments. As of 1991 employed at the Ministry of Privatization and as of 1996 at the Ministry of State Treasury as a legal counsel in Department of Privatization and Corporate Governance. She has gained experience in supervision of operations of companies with State Treasury shareholdings since 1996 as a member of supervisory boards in the following companies, among others: Polskie Linie Lotnicze LOT S.A, Kombinat Koksochemiczny Zabrze S.A., Pabianickie Zakłady Farmaceutyczne Polfa S.A., Inowrocławskie Zakłady Chemiczne Soda Mątwy S.A. Mrs. Anna Kowalik is also a lecturer in the field of the commercial and civil law at courses for supervisory and management board members. According to the submitted statement, Mrs. Anna Kowalik is affiliated with a shareholder holding shares representing not less than 5% of all voting rights at General Meeting i.e. with State Treasury through employment at the Ministry of State Treasury.

Mrs. Anna Kowalik has stated that her activities outside PGE are not competitive in relation to activities of the Company and that she is not participating in a competitive company as a partner in a partnership, in a civil partnership or as a member of body of a capital association, and she is not participating in other competitive legal person as a member of its body.

Mrs. Anna Kowalik has also stated that she is not registered in Register of Insolvent Debtors, being kept on the ground of Act on National Court Register dated August 20, 1997 (Dziennik Ustaw of 2007 No. 168, item 1186 as amended).

Mrs. Małgorzata Mika-Bryska graduated from Foreign Trade Faculty at Central School of Planning and Statistics (currently Warsaw School of Economics). She studied according to individual curriculum with extended programme on international economic cooperation.

In 1982-1992 she worked at Geofizyka-Kraków and Centrala Handlu Zagranicznego Unitra. Since 1993 she has been serving in the government administration on management positions, currently employed as a Deputy Director at the Energy Department in the Ministry of Economy. In 2003-2012 she held position of the Head of Economic and Trade Section of the Permanent Representation of the Republic of Poland to the European Union and simultaneously took after issues related to the energy sector (oil, gas, electricity, nuclear issues), economic competitiveness and functioning of the EU internal market. She has completed numerous courses and trainings in Poland and abroad, including related to industrial policy, regional policy, European funds and European law. She performed as a visiting professor at domestic and foreign universities in area of EU and energy related issues. She is an author of domestic and foreign press articles on i.a. EU issues, economic promotion and issues related to small and medium enterprises.

Mrs. Małgorzata Mika-Bryska has stated that her activities outside PGE are not competitive in relation to activities of the Company and that she is not participating in a competitive company as a partner in a partnership, in a civil partnership or as a member of body of a capital association, and she is not participating in other competitive legal person as a member of its body.

Mrs. Małgorzata Mika-Bryska has also stated that she is not registered in Register of Insolvent Debtors, being kept on the ground of Act on National Court Register dated August 20, 1997 (Dziennik Ustaw of 2007 No. 168, item 1186 as amended).

Mr. Jacek Drozd graduated from Maria Curie-Skłodowska University in Lublin (Economy) and postgraduate studies at Wroclaw University of Economics (Accounting). Licensed Stockbroker (licence no. 23).

Professional experience:

Since 2010 – Vicepresident of the Management Board - Interbud Lublin S.A.

2007-2010 – Vicepresident of the Management Board - OPF S.A.

2005-2006 – Branch Director – Bank Gospodarstwa Krajowego – Lublin Branch

2002-2005 – Financial Director - Zakłady Azotowe w Puławach S.A.

2000-2002 – President of the Management Board - Wschodni Bank Cukrownictwa

1998-2000 – Regional Office Director - Centralny Dom Maklerski Pekao S.A.

1992-1998 – Stockbroker - Bank Depozytowo-Kredytowy S.A. w Lublinie

1991 – Stockbroker - Dom Maklerski Penetrator S.A.

1990 – Trainee/Clerk - Bank Depozytowo-Kredytowy S.A. w Lublinie

Member of the supervisory boards:

Since 2005 – Renoma Sp. z o.o.

Since 2007 – Lubelskie Przedsiębiorstwo Energetyki Cieplnej (Chairman)

2010-2011 – PGE Dystrybucja S.A.

2007-2009 – Mewa S.A.

2003-2005 – Bałtycka baza masowa Sp. z o.o.

2002-2003 – Navitrans Sp. z o.o.

1997-2002 – Montex S.A.

1997-1999 – Bank Depozytowo-Kredytowy Ltd (Łuck/Ukraina)

1996-1997 – Centralna Tabela Ofert S.A.

Mr. Jacek Drozd has stated that his activities outside PGE are not competitive in relation to activities of the Company and that he is not participating in a competitive company as a partner in a partnership, in a civil partnership or as a member of body of a capital association, and he is not participating in other competitive legal person as a member of its body.

Mr. Jacek Drozd has also stated that he is not registered in Register of Insolvent Debtors, being kept on the ground of Act on National Court Register dated August 20, 1997 (Dziennik Ustaw of 2007 No. 168, item 1186 as amended).

Legal ground: § 5 section 1 p. 22 and § 28 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).
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