• 102-18

Rules of the procedure

General Meeting is convened by a notice published on the Company’s website and in a manner defined for providing current information by public companies. Where the General Meeting is convened by an entity or a body other than the Management Board on the basis of regulations of the Commercial Company Code, and convening a General Meeting requires cooperation of the Management Board, the Management Board is obligated to perform any activities required by law in order to convene, organize, and conduct General Meetings that take place either at the seat of the Company or in Warsaw.

The General Meeting is opened by the Chair of the Supervisory Board, and in case they are absent, the following persons are entitled to open the General Meeting in the following order: Vice-Chair of the Supervisory Board, President of the Management Board, a person designated by the Management Board or a shareholder that registered shares that grant the right to exercise the largest number of votes at the General Meeting. Then, the Chair of the General Meeting is elected from among persons entitled to participate in the General Meeting.

The General Meeting passes resolutions irrespective of the number of shares represented at the Meeting unless the regulations of the Commercial Company Code and the provisions of the Company’s Articles of Association state otherwise. The General Meeting may order a break in the meeting by the majority of two-thirds of votes. Breaks may not exceed 30 days in total.

A break in the session of the General Meeting may take place only in exceptional situations indicated on a case-by-case basis in the justification to the resolution prepared based on the reasons presented by the shareholder requesting the announcement of the break.

The General Meeting’s resolution concerning a break clearly indicates the date of resumption of the session; however, such a date may not create a barrier for participation of a majority of shareholders in the resumed meeting, including minority shareholders.

Competences of the General Meeting

In accordance with the Company’s Articles of Association, the following matters require a resolution of the General Meeting:

Matters that require a resolution of the General Meeting – as of the day of submitting this integrated report

  1. Reviewing and approving the financial statements of the Company and the consolidated financial statements of the Group for the previous financial year and the Management Board’s report on the Company’s operations (Directors’ Report) and the Management Board’s report on the operations of the Group;
  2. granting the acknowledgement of the fulfillment of duties to the members of the Company’s corporate bodies;
  3. distributing profit and covering loss;
  4. appointing and dismissing members of the Supervisory Board;
  5. suspending members of the Management Board in performance of their duties;
  6. establishing the amount of compensation for members of the Supervisory Board, subject to § 29 sec. 4 of the Company’s Articles of Association;
  7. establishing the principles of determining compensation and the amount of compensation of members of the Management Board taking into account the provisions of the Act of 9 June 2016 on the Principles of Determining Compensation of the Management Personnel of Certain Companies;
  8. selling and leasing out the Company’s enterprise or its organized part as well as establishing a limited proprietary right on them;
  9. concluding a loan, borrowing, surety agreement or any other similar agreement by the Company with a member of the Management Board, Supervisory Board, proxy, liquidator or for the benefit of any such person. Concluding a loan, borrowing, surety or any other similar agreement by a subsidiary with a member of the Management Board, Supervisory Board, proxy, liquidator or for the benefit of any such person;
  10. increasing and decreasing the Company’s share capital;
  11. issuing convertible bonds or senior bonds as well as registered securities or bearer securities entitling their holder to subscribe or acquire the shares;
  12. purchasing of treasury shares in cases required by the regulations of the Commercial Company Code;
  13. mandatory redemption of shares (squeeze-out) in accordance with the provisions of Article 418 of the Commercial Company Code;
  14. setting up, using and liquidating reserve capitals;
  15. using supplementary capital;
  16. provisions related to claims to repair damage caused while establishing the Company or serving on the management board or performing supervisory duties;
  17. merging, transforming and dividing the Company;
  18. redeeming (retiring) shares;
  19. amending the Articles of Association and changing the subject of the Company’s operations;
  20. dissolving and liquidating the Company.

In accordance with the provisions of the Commercial Company Code, the decision on the issue and repurchase of shares is included within the competence of the General Meeting.

Description of shareholders’ rights and the manner of exercising them

The table below presents a description of the Company’s shareholders’ rights related to the General Meeting in accordance with the Company’s Articles of Association, Commercial Company Code, and the Rules and Regulations of the General Meeting of TAURON Polska Energia S.A.

# Shareholders’ rights Description of shareholders’ rights
1. Convene a General Meeting Shareholders representing at least 1/20 of the share capital, may request convening an Extraordinary General Meeting. Such a request should include a concise justification. It may be submitted to the Management Board in writing or in an electronic form, to the Company’s e-mail address provided by the Company on its website under the Investor Relations tab. Shareholders representing at least a half of the share capital or at least a half of all votes in the Company may convene an Extraordinary General Meeting and appoint a chair of such a General Meeting.
2. Include matters in the agenda of the General Meeting Shareholders representing at least 1/20 of the share capital may request that certain matters be included in the agenda of the forthcoming General Meeting. Such a request, including a justification or a draft resolution related to the proposed item of the agenda, should be submitted to the Management Board not later than 21 days prior to the set date of the General Meeting in an electronic form to the Company’s e-mail address or in writing to the Company’s address.
3. Become acquainted with the list of shareholders Shareholders may become acquainted with the list of shareholders at the seat of the Company‘s Management Board for 3 weekdays preceding directly the General Meeting. Shareholders may also request that the list of shareholders be sent to them free of charge by electronic mail, providing the address to which the list should be sent.
4. Participate in the General Meeting Only persons who are shareholders 16 days before the date of the General Meeting (date of registering to participate in the General Meeting) have the right to take part in the General Meeting. In order to participate in the General Meeting, shareholders should submit a request to issue a name bearing affidavit on the right to take part in the General Meeting to an investment (brokerage) company running their securities account. Such a request should be submitted not earlier than following the announcement on convening the General Meeting and not later than on the first weekday following the day of registering the participation in the General Meeting.
5. Represent a shareholder by a proxy Shareholders may take part in the General Meeting as well as exercise the voting right in person or through a proxy. Shares’ co-owners may take part in the General Meeting and exercise the voting right only through a joint representative (proxy). A proxy may represent more than one shareholder and vote differently based on shares of each shareholder.
6. Elect the Chair of the General Meeting Shareholders elect the Chair of the General Meeting from among the persons entitled to take part in the General Meeting. Each of the participants of the General Meeting has the right to propose one candidate for the post of the Chairperson. The Chair is elected by a secret ballot, by an absolute majority of votes. Where there is only one candidate for the Chairperson, the election may take place by acclamation
7. Elect the Returning Committee Each shareholder may propose no more than 3 candidates for members of the Returning Committee to be elected by the General Meeting and vote for maximum 3 candidates.
8. Submit a draft resolution During the General Meeting, shareholders have the right, until the discussion on a certain item of the agenda is closed, to submit proposals of amendments to the content of a draft resolution proposed for adoption by the General Meeting as part of a given item of the agenda or put forward their own draft of such a resolution. The Proposals of amendments or draft resolutions, including justifications, may be submitted in writing to the Chair or verbally to be recorded in the minutes of the meeting.
9. Raise an objection The shareholders who voted against a resolution and, after the General Meeting has adopted it, want to raise their objection, should, immediately after the results of the voting have been announced, raise their objection and request it be included in the minutes of the meetings before proceeding to the next item of the agenda. Where such an objection is raised later, which, however, may not take place later than by the time the General Meeting is closed, the shareholders should indicate the resolution passed by the General Meeting against which they are raising their objection. The shareholders raising their objection against a resolution of the General Meeting may request their concise justification of the objection to be recorded in the minutes of the meeting.

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