CR no 26/2010
•
17.05.2010 16:36
An announcement of the Management Board about the convening of the
Ordinary General Meeting of PGE Polska Grupa Energetyczna Spółka AkcyjnaThe
Management Board of "PGE Polska Grupa Energetyczna Spółka Akcyjna" with
the registered office in Warsaw ("Company"), acting pursuant to article
395 § 1 and § 2, article 399 § 1, in connection with article 402(2) of
the Commercial Companies Code of September 15, 2000 (Journal of Laws of
2000, no. 94, item 1037, as amended) ("CCC") and § 36 of the Company
Statutes, convenes, for the day of 23 June 2010 at 12.00 a.m., the
Ordinary General Meeting of the Company ("General Meeting"). The General
Meeting will be held in the headquarters of the Business Centre Club, at
10 Żelaznej Bramy Square, 00-136 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 a decision not to elect the Returning
Committee.5. The adoption of the agenda of the General Meeting.6.
The adoption of a resolution concerning the consideration and approval
of the financial statements of PGE Polska Grupa Energetyczna S.A. for
the year 2009.7. The adoption of a resolution concerning the
consideration and approval of the Management Board's report on the
activities of PGE Polska Grupa Energetyczna S.A. for the year 2009.8.
The adoption of a resolution concerning the consideration and approval
of the consolidated financial statements consistent with IFRS of the PGE
Polska Grupa Energetyczna Capital Group for the year 2009.9. The
adoption of a resolution concerning the consideration and approval of
the consolidated Management Board's report on the activities of the PGE
Polska Grupa Energetyczna Capital Group for the year 2009.10. The
adoption of a resolution concerning the distribution of the Company's
net profit for the financial year 2009 as well as the determination of
the dividend date and the dividend payment date.11. The adoption of
a resolution concerning the granting of discharge to the members of the
Management Board and Supervisory Board.12. The adoption of a
resolution concerning the granting of an annual award to President of
the Management Board for the year 2009.13. The adoption of a
resolution concerning changes in the Company's Statutes.14. 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 7 June 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 17 May 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 8 June 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 three
consecutive business days before the date of the General Meeting, i.e.
on 18, 21 and 22 June 2010 from 9.00 a.m. to 3.00 p.m., in the
Secretariat of the Management Board (floor 2).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
format.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 identify 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 identify
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 drawn up 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
documentary evidence that a particular condition has been fulfilled.A
proxy granted in an electronic format shall 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 format 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 also include also an electronic mail address at
which the Company may contact the Shareholder or the Proxy. The
Management Board shall have the right to verify submitted notifications
and to take action aiming at the identification of the Shareholder or
the Proxy and the confirmation of their authorization. Such verification
may consist, in particular, in asking questions of the Shareholder or
the Proxy by telephone or electronic mail. The above principles shall
apply to a change in or revocation of the granted proxy. Notifications
which do not meet the requirements referred to above shall not result in
any legal consequences for the Company. The Company shall not be 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 drawn up 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 2 June 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 40
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 in 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).________________________________Enclosures:Enclosure
no. 1 – Information concerning the proposed changes to the Company
Statutes.Enclosure no. 2 – Information concerning the draft
consolidated text of the Company Statutes.
