CR no 69/2010
•
09.11.2010 17:36
Anouncement about the convening of the Extraordinary General Meeting of
PGE Polska Grupa Energetyczna S.A.The Management Board of "PGE
Polska Grupa Energetyczna Spółka Akcyjna" with the registered office in
Warsaw ("Company"), acting pursuant to article 398, article 399 § 1,
article 402(1) § 1 in connection with article 402(2) of the Commercial
Companies Code of 15 September 2000 (Journal of Laws of 2000, no. 94,
item 1037, as amended) ("CCC") and § 28 clause 1 items 1) of the Company
Statutes, convenes, for the day of 8 December 2010 at 11.30 a.m., the
Extraordinary General Meeting of the Company ("General Meeting"). The
General Meeting will be held at the Westin Warsaw Hotel, at 21 Jana
Pawła II Avenue, 00-854 Warsaw.The agenda:1. The
opening of the General Meeting.2. The election of a Chairperson of
the General Meeting.3. The ascertainment of the correctness of
convening the General Meeting and its capability of adopting binding
resolutions.4. The adoption of the agenda of the General Meeting.5.
The adoption of a decision not to elect the Returning Committee.6.
The presentation of the significant elements of the plan for the
Company's merger with PGE Electra S.A.7. The adoption of a
resolution concerning the merger of PGE Polska Grupa Energetyczna S.A.
("The Acquiring Company") with PGE Electra S.A. ("The Company Being
Acquired") and changes in the Company Statutes of PGE Polska Grupa
Energetyczna S.A.8. The adoption of a resolution concerning the
adoption of the consolidated text of the Statutes of PGE Polska Grupa
Energetyczna S.A.9. The closing of the General Meeting.A
description of the procedures concerning participation in the General
Meeting and exercise of the voting rightPursuant to article
406(1) § 1 of the Commercial Companies Code, those holding Company
shares sixteen days before the date of the General Meeting (the date of
registering participation in the General Meeting) i.e. as at 22 November
2010, are entitled to participate in the General Meeting.In
order to ensure their participation in the General Meeting, the
Shareholder should require - not earlier than after the announcement of
the convening of the General Meeting, i.e. not earlier than on 9
November 2010 and not later than on the first business day after the
date of the registration of participation in the General Meeting, i.e.
not later than on 23 November 2010 - that the entity managing their
securities account issue a name-bearing certificate of entitlement to
participate in the General Meeting.The Management Board will
make a list of the Shareholders entitled to participate in the General
Meeting available in the secretariat of the Management Board, in the
Company's registered office at 2 Mysia Street, 00-496 Warsaw on the
three consecutive business days before the date of the General Meeting,
i.e. on 3, 6 and 7 December 2010 from 9.00 a.m. to 3.00 p.m., in the
Secretariat of the Management Board (the 2nd floor).The
Management Board announces that the Shareholder may request that the
list of the Shareholders be sent to them by electronic mail, free of
charge. The Shareholder requesting that the list of the Shareholders be
sent to them should specify an electronic mail address to which the list
should be sent. Such request may be sent by electronic mail to the
Company's e-mail address: wza@pgesa.pl.The Management Board
announces that the Shareholder has the right to participate in the
General Meeting and exercise the voting right in person or by proxy. The
Shareholder's proxy exercises all rights of the Shareholders unless the
text of the proxy stipulates otherwise. The proxy may grant further
proxies unless the text of the proxy stipulates otherwise. One proxy may
represent more than one Shareholder. In such case, the proxy may vote
differently with respect to shares held by each Shareholder. If the
Shareholder holds shares registered in more than one securities account,
they may appoint a proxy to exercise the rights related to shares
registered in each such account.A proxy to participate in the
General Meeting and exercise the voting right should be drawn up in
writing or an electronic form.In order to identify the
Shareholder granting a proxy and the Proxy representing such
Shareholder, a document granting a proxy should be accompanied by the
following:a) in the case of the Shareholder who is a natural person
– a copy of their identity card, pages from a passport allowing
identification or any other official document certifying such
Shareholder's identity;b) in the case of the Shareholder who is not
a natural person - a copy of a current extract from a proper register or
any other document certifying the existence of such Shareholder or the
right of its representative or representatives to represent such
Shareholder, together with copies of an identity card, pages from a
passport allowing identification or any other official document
certifying the identity of such representative or representatives
authorized to represent such Shareholder;c) in the case of the Proxy
who is a natural person – a copy of their identity card, pages from a
passport allowing identification or any other official document
certifying such Proxy's identity;d) in the case of the Proxy who is
not a natural person - a copy of a current extract from a proper
register or any other document certifying the existence of such Proxy or
the right of its representative or representatives to represent such
Proxy, together with copies of an identity card, pages from a passport
allowing identification or any other official document certifying the
identity of such representative or representatives authorized to
represent such Proxy;In the case of foreign entities in whose
countries of registration relevant registers are not kept, instead of a
copy of a current extract from a register referred to in letters ‎b) and
d) above, a copy of a document certifying the existence of a given
entity or the right of its representative or representatives to
represent such entity should be presented.In the event of doubts
concerning the authenticity of the copies of the documents referred to
above, the Management Board reserves the right to demand before the
beginning of the General Meeting the presentation of the originals of
the said documents or their copies certified by a notary public or any
other entity authorized to certify true copies of documents. If such
documents are not presented, a Proxy of the Shareholder may not be
allowed to participate in the General Meeting.All documents
referred to above which are drawn up in a foreign language should be
accompanied by a proper certified translation into the Polish language
made by a sworn translator.If a proxy to participate in the
General Meeting and exercise the voting right granted by the Shareholder
is a conditional proxy, it should be accompanied by a documentary
evidence that a particular condition has been fulfilled.A proxy
granted in an electronic form does not have to be accompanied by a
secure electronic signature verified by means of a valid qualified
certificate. The Company should be notified of the fact of granting a
proxy in an electronic form using the electronic means of communication.
Such notification should be sent by electronic mail to the Company's
e-mail address: wza@pgesa.pl. Such notification should be accompanied by
a scanned copy of a granted proxy and scanned copies of the documents
referred to in letters a), b), c) and d) above. Such notification should
include an electronic mail address by means of which the Company will be
able to contact the Shareholder and Proxy. The Management Board has the
right to verify received notifications and to take action with a view to
identifying the Shareholder and Proxy as well verifying their authority.
Such verification may consist, in particular, in asking questions of the
Shareholder or Proxy by telephone or electronic mail. The above
principles apply to changes in or cancellations of granted proxies,
respectively. A notification which does not fulfil the requirements
mentioned above does not cause any legal effects on the part of the
Company. The Company is not liable for any errors in proxy forms or
actions of people using proxies. At the request of the Company or a
person (persons) appointed by the Company to register the Shareholders,
a Proxy appearing in the General Meeting is obliged to present the
originals of the documents attached to the notification referred to
above.In the case of foreign entities in whose countries of
registration relevant registers are not kept, instead of a scanned copy
of a current extract from a register, a scanned copy of a document
certifying the existence of a given entity or the right of its
representative or representatives to represent such entity should be
presented.In the event of doubts concerning the authenticity of
the documents referred to above, the Management Board reserves the right
to demand before the beginning of the General Meeting the presentation
of the originals of the said documents or their copies certified by a
notary public or any other entity authorized to certify true copies of
documents. If such documents are not presented, a Proxy of the
Shareholder may not be allowed to participate in the General Meeting.All
documents referred to above which are drawn up in a foreign language
should be accompanied by a proper certified translation into the Polish
language made by a sworn translator.The Management announces
also that if the Shareholder grants a proxy together with a voting
instruction, the Company will not verify if Proxies exercise the voting
rights in accordance with instructions received from the Shareholders.
Therefore, a voting instruction should be given to the Proxy only.Shareholders'
selected rightsThe Management Board announces that the
Shareholder or Shareholders representing at least one twentieth of the
share capital may request that particular matters be included in the
agenda of the General Meeting. This right is exercised by way of
submitting a request including a justification or a draft resolution or
resolutions concerning a proposed item on the agenda. Such request
should be submitted to the Management Board not later than 21 days
before the specified date of the General Meeting, i.e. by 17 November
2010. Such request should be submitted to the Management Board at the
following address: Zarząd "PGE Polska Grupa Energetyczna Spółka
Akcyjna", ul. Mysia 2, 00-496 Warszawa, or sent be electronic mail to
the Company's e-mail address: wza@pgesa.pl. Such request should be
accompanied by copies of documents certifying the right of the person
(persons) submitting such request to act on behalf of the Shareholder.The
Management Board announces that the Shareholder or Shareholders
representing at least one twentieth of the share capital may, by the
date of the General Meeting, propose draft resolutions concerning
matters included or to be included in the agenda of the General Meeting.
Such draft resolutions should be submitted to the Management Board at
the following address: Zarząd "PGE Polska Grupa Energetyczna Spółka
Akcyjna", ul. Mysia 2, 00-496 Warszawa, or sent be electronic mail to
the Company's e-mail address: wza@pgesa.pl. Such draft resolutions
should be accompanied by copies of documents certifying the right of the
person (persons) proposing such draft resolutions to act on behalf of
the Shareholder.The Management Board announces that during the
debates of the General Meeting each Shareholder may propose draft
resolutions concerning the matter included in the agenda. Draft
resolutions should be presented in the Polish language.Using
means of electronic communicationThe Management Board announces
that in view of the content of the Company Statutes and the Regulations
of the General Meeting, it is not possible to participate in and take
the floor during the General Meeting using means of electronic
communication; it is also not possible to vote by correspondence or
using means of electronic communication.Registration of presence
in the General MeetingPersons entitled to participate in the
General Meeting should register their presence and collect voting
ballots directly in front of the General Meeting room 30 minutes before
the beginning of the General Meeting.Access to documentationThe
Management Board announces that the complete text of the documentation
to be presented to the General Meeting including draft resolutions will
be available on the Company's website as of the date of the convening of
the General Meeting. All other documents concerning matters included or
to be included in the agenda of the General Meeting by the date of the
General Meeting will be available on the Company's website immediately
after they have been drawn up and submitted to the Company by the
authorized Shareholders.Access to informationAll
information related to the General Meeting is available on the Company's
website at the following address: http://www.pgesa.pl under the tab
entitled "Investor relations".Additionally, to this
announcement, the Management Board attaches information presenting a
specification of the proposed changes to the Company Statutes (Enclosure
no. 1) and the proposed consolidated text of the Company Statutes
(Enclosure no. 2).
