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Current Report No. 16/2017

05.05.2017 18:20

Amendment to the agenda of the Ordinary General Meeting convened on 29 May 2017, introduced on demand of the Shareholder

The Management Board of TAURON Poland Energia S.A. (“Company”) in connection with the request received on 5 May 2017 from the State Treasury of the Republic of Poland, as a shareholder representing over one twentieth of the share capital of TAURON Polska Energia S.A., to include the following items in the agenda of the Ordinary General Meeting of the Company convened on 29 May 2017 (current report no 13/2017):

1. Adoption of the resolution concerning the amendment to Resolution no. 5 of the Extraordinary General Meeting of 15 December 2016 concerning the principles for determining remuneration of the Management Board members.

2. Adoption of the resolution concerning the amendments to the “Articles of Association of TAURON Polska Energia S.A.”

3. Adoption of the resolutions on the following issues:
1) disposal of components of fixed assets,
2) rules of procedure while concluding agreements for legal services, marketing services, PR services and social communication, and advisory services associated with management as well as amendments to such agreements,
3) rules of procedure while concluding agreements on donations, discharge of debt or other agreements with similar implications by the Company,
4) principles and procedure for disposal of fixed assets,
5) the obligation to submit a report on representation expenses, expenses incurred for legal services, marketing services, PR services and social communication, and advisory services associated with management,
6) determining the requirements for a candidate for a member of the Company Management Board,
7) concerning the fulfilment of the obligations arising from Article 17(7), Article 18(2), Article 20 and Article 23 of the Act on the principles of state assets management,

acting pursuant to Article 401 § 2 of the Commercial Companies Code, hereby announces the amendment to the agenda of the aforementioned Ordinary General Meeting, consisting in adding the following items designated as items 18-20:

18. Adoption of the resolution concerning the amendment to Resolution no. 5 of the Extraordinary General Meeting of 15 December 2016 concerning the principles for determining remuneration of the Management Board members.

19. Adoption of the resolution concerning the amendments to the “Articles of Association of TAURON Polska Energia S.A.”

20. Adoption of the resolutions on the following issues:
1) disposal of components of fixed assets,
2) rules of procedure while concluding agreements for legal services, marketing services, PR services and social communication, and advisory services associated with management as well as amendments to such agreements,
3) rules of procedure while concluding agreements on donations, discharge of debt or other agreements with similar implications by the Company,
4) principles and procedure for disposal of fixed assets,
5) the obligation to submit a report on representation expenses, expenses incurred for legal services, marketing services, PR services and social communication, and advisory services associated with management,
6) determining the requirements for a candidate for a member of the Company Management Board,
7) concerning the fulfilment of the obligations arising from Article 17(7), Article 18(2), Article 20 and Article 23 of the Act on the principles of state assets management.

At the same time, the former item 18 which reads as follows: “Closing of the session of the Ordinary General Meeting”, shall be designated as item 21.

The amended agenda of the Ordinary General Meeting:

1. Opening of the Ordinary General Meeting.

2. Appointment of the Chairperson of the Ordinary General Meeting.

3. Determination as to whether the Ordinary General Meeting has been duly convened and is capable of adopting binding resolutions.

4. Adoption of the agenda of the Ordinary General Meeting.

5. Adoption of a resolution on waiving the secrecy of the vote on the committees appointed by the Ordinary General Meeting.

6. Appointment of the Returning Committee of the Ordinary General Meeting.

7. Presentation of financial results of the Company and TAURON Polska Energia S.A. Capital Group.

8. Presentation of the following Supervisory Board Reports:
1) “Report on the Supervisory Board activities in the financial year 2016”, containing, among others, the assessment of the Company standing including the assessment of internal control, risk management and compliance systems and the internal audit function, the assessment of the Company compliance with the disclosure obligations concerning the application of the corporate governance principles, the assessment of the rationality of the Company policy of sponsoring, charity or other similar activities, containing, among others, an assessment of the Company’s standing including an assessment of internal control, risk management and compliance systems and the internal audit function, assessment of the Company’s compliance with the disclosure obligations concerning compliance with the corporate governance principles, assessment of the rationality of the Company’s policy of sponsoring, charity or other similar activities and assessment of fulfilment of the criteria of independence by members of the Supervisory Board,
2) “Supervisory Board Report on evaluation of Consolidated Financial Statements of TAURON Polska Energia S.A. Capital Group and the Report of the Management Board on operations of TAURON Polska Energia S.A. Capital Group for the year ended 31 December 2016, and the Consolidated Report of TAURON Polska Energia S.A. Capital Group on payments to governments for the year ended 31 December 2016”,
3) “Supervisory Board Report on evaluation of the Financial Statements of TAURON Polska Energia S.A. and the Report of the Management Board on the operations of TAURON Polska Energia S.A. for the year ended 31 December 2016 and the motion of the Management Board concerning covering of the net loss for the financial year 2016”.

9. Examination of the “Consolidated financial statements of TAURON Polska Energia S.A. Capital Group for the year ended 31 December 2016 prepared in accordance with International Financial Reporting Standards approved by the European Union” and the “Consolidated Report of TAURON Polska Energia S.A. Capital Group on payments to governments for the year ended 31 December 2016” and adoption of the resolution on their approval.

10. Examination of the “Report of the Management Board on the operations of TAURON Polska Energia S.A. Capital Group for the financial year 2016” and adoption of the resolution on its approval.

11. Examination of the “Financial statements of TAURON Polska Energia S.A. for the year ended 31 December 2016 prepared in accordance with International Financial Reporting Standards approved by the European Union” and adoption of the resolution on its approval.

12. Examination of the “Report of the Management Board on the operations of TAURON Polska Energia S.A. for the financial year 2016” and adoption of the resolution on its approval.

13. Adoption of the resolution concerning covering of the net loss for the financial year 2016.

14. Adoption of resolutions to acknowledge the fulfilment of duties by all members of the Company Management Board who served in the financial year 2016.

15. Adoption of resolutions to acknowledge the fulfilment of duties by all members of the Company Supervisory Board who served in the financial year 2016.

16. Adoption of the resolution on determining the number of members of the Supervisory Board.

17. Elections to the Supervisory Board of TAURON Polska Energia S.A. of the fifth joint term of office and adoption of the resolutions concerning the appointment of Members of the Supervisory Board for the fifth joint term of office.

18. Adoption of the resolution concerning the amendment to Resolution no. 5 of the Extraordinary General Meeting of 15 December 2016 concerning the principles for determining remuneration of the Management Board members.

19. Adoption of the resolution concerning the amendments to the “Articles of Association of TAURON Polska Energia S.A.”

20. Adoption of the resolutions on the following issues:
1) disposal of components of fixed assets,
2) rules of procedure while concluding agreements for legal services, marketing services, PR services and social communication, and advisory services associated with management as well as amendments to such agreements,
3) rules of procedure while concluding agreements on donations, discharge of debt or other agreements with similar implications by the Company,
4) principles and procedure for disposal of fixed assets,
5) the obligation to submit a report on representation expenses, expenses incurred for legal services, marketing services, PR services and social communication, and advisory services associated with management,
6) determining the requirements for a candidate for a member of the Company Management Board,
7) concerning the fulfilment of the obligations arising from Article 17(7), Article 18(2), Article 20 and Article 23 of the Act on the principles of state assets management.

21. Closing of the session of the Ordinary General Meeting.

At the same time, the Company Management Board hereby announces the draft resolution concerning the adoption of the agenda of the Ordinary General Meeting of the Company, constituting Appendix no. 3 to the Announcement of the Management Board of TAURON Polska Energia S.A. with its registered office in Katowice on convening the Ordinary General Meeting of the Company, including the aforementioned amendment to the agenda as well as the rationale provided by the shareholder, the State Treasury, related to items added to the agenda.

The content of other published draft resolutions of the Ordinary General Meeting shall remain unchanged.

The shareholder has informed that the draft resolutions in the scope indicated above will be submitted without undue delay, after their detailed drafting.

§ 38 section 1 item 4 of the Decree of the Minister of Finance of 19 February 2009 on current and periodic information disclosed by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state.​

Attachments

Attachment no. 1 to the Announcement - draft resol.... 1 to the Announcement - draft resolution of the OGM.pdf

 

Attachment no. 2 to the Announcement - Rationale.pdf

 
 

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