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Current Report No. 9/2018

24.03.2018 19:30

Announcement concerning the amendment to the agenda of the Ordinary General Meeting of the Company convened on 16 April 2018 in connection with the shareholders’ request

Having received requests from shareholders representing over one twentieth part of the share capital of TAURON Polska Energia S.A. on 23 March 2018, concerning including of the following items in the agenda of the Ordinary General Meeting of the Company (hereinafter referred to as the OGM) convened on 16 April 2018 (Current Report No. 7/2018):

1) from the Minister of Energy exercising the powers of the State Treasury shareholder: adopting of the resolution concerning the amendments to the “Articles of Association of TAURON Polska Energia S.A.”,
2) from KGHM Polska Miedź S.A.: adopting of the resolution concerning determining of the number of the Company Supervisory Board members, adopting the resolutions concerning changes in the composition of the Company Supervisory Board,

acting pursuant to Article 401 § 2 of the Commercial Companies Code, the Management Board of TAURON Polska Energia S.A. hereby announces the amendment to the agenda of the aforementioned OGM, comprising adding the following items which are designated as items 17-19:

17. Adoption of the resolution concerning the amendments to the “Articles of Association of TAURON Polska Energia S.A.”
18. Adoption of the resolution on determining the number of members of the Supervisory Board.
19. Adoption of resolutions concerning changes in the composition of the Company Supervisory Board.

At the same time, the former item 17 which reads as follows: “Closing of the session of the Ordinary General Meeting”, shall be designated as item 20.

At the same time, it is hereby communicated that the Minister of Energy has submitted the draft OGM resolution concerning the amendment to § 17 of the “Articles of Association of TAURON Polska Energia S.A.”, the text of which is included in the Annex hereto and provided the substantiation stating that the proposed amendment is aimed at optimisation of the process of selecting the Member of the Management Board in the qualification procedure carried out by the Supervisory Board.
On the other hand, the shareholder - KGHM Polska Miedź S.A. failing to submit draft resolutions stated in the substantiation that including of the aforementioned items in the agenda of the OGM will enable the shareholder - KGHM Polska Miedź S.A. to submit the relevant motions during the OGM, allowing for voting of the resolutions aiming at introducing changes in the current composition of the Company Supervisory Board.

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 2017”, containing, among others, the evaluation of the Company standing, including the assessment of the internal control, risk management systems, compliance and internal audit functions, comprising all significant control mechanisms, including, in particular those related to financial reporting and operational activity, the assessment of the method of fulfilment of information obligations by the Company, in relation to the application of corporate governance principles, the assessment of the rationality of the policy of sponsorship, charity or other similar activities, the assessment of compliance with 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 2017, and the Consolidated Report of TAURON Polska Energia S.A. Capital Group on payments to governments for the year ended 31 December 2017”,
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 2017 and the motion of the Management Board concerning the method of distributing net profit for the financial year 2017”.
9. Presentation of the “Report of TAURON Polska Energia S.A. on entertainment expenditure, expenses incurred for legal services, marketing services, public relations and social communication services as well as for advisory services related to management drawn up for the year ended on 31 December 2017”, including the opinion of the Supervisory Board.
10. Examination of the “Consolidated financial statements of TAURON Polska Energia S.A. Capital Group for the year ended 31 December 2017 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 2017” and adoption of the resolution on their approval.
11. Examination of the “Report of the Management Board on the operations of TAURON Polska Energia S.A. Capital Group for the financial year 2017” and adoption of the resolution on its approval.
12. Examination of the “Financial statements of TAURON Polska Energia S.A. for the year ended 31 December 2017 prepared in accordance with International Financial Reporting Standards approved by the European Union” and adoption of the resolution on its approval.
13. Examination of the “Report of the Management Board on the operations of TAURON Polska Energia S.A. for the financial year 2017” and adoption of the resolution on its approval.
14. Adoption of the resolution concerning distribution of net profit for the financial year 2017.
15. Adoption of resolutions to grant the discharge from fulfilment of duties to all members of the Company Management Board who fulfilled their functions in the financial year 2017.
16. Adoption of resolutions to grant the discharge from fulfilment of duties to all Members of the Company Supervisory Board who served in the financial year 2017.
17. Adoption of the resolution concerning the amendments to the “Articles of Association of TAURON Polska Energia S.A.”
18. Adoption of the resolution on determining the number of members of the Supervisory Board.
19. Adoption of resolutions concerning changes in the composition of the Company Supervisory Board.
20. Closing of the session of the Ordinary General Meeting.

At the same time, the Management Board of the Company publishes the following draft resolutions: concerning the adoption of the agenda of the Ordinary General Meeting of the Company, concerning the amendment to § 17 of the “Articles of Association of TAURON Polska Energia S.A.”, concerning determining of the number of members of the Company Management Board, concerning the dismissal of the member of the Supervisory Board of TAURON Polska Energia S.A., concerning the appointment of a member of the Management Board of TAURON Polska Energia S.A.

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

Legal basis: § 38(1)(3) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information submitted by issuers of securities and conditions to acknowledge as equivalent information required by legal regulations of a country not being a member state (i.e. Journal of Laws of 2014, item 133, as amended)

Attachments

Amended draft resolution concerning the adoption o....pdf

 

Draft resolutions to the items of the agenda of th....pdf

 
 

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