General Meetings

Zarząd spółki pod firmą Polenergia Spółka Akcyjna z siedzibą  w Warszawie („Spółka”), działając na podstawie art. 395 § 1 i art. 399 § 1 Kodeksu spółek handlowych, niniejszym zwołuje Zwyczajne Walne Zgromadzenie Spółki. Zwyczajne Walne Zgromadzenie Spółki odbędzie się w dniu 11 maja 2022 r., o godzinie 12.00. Zgromadzenie odbędzie się Warszawie, w lokalu przy ul. Kruczej 24/26, 00-526 Warszawa.

W załączeniu:

1. ogłoszenie o zwołaniu Walnego Zgromadzenia;
2. projekty uchwał Walnego Zgromadzenia;
3. informacja o ogólnej liczbie akcji i głosów;
4. wzory pełnomocnictw;
5. sprawozdanie Rady Nadzorczej Polenergia S.A. z siedzibą Warszawie z działalności Rady Nadzorczej w roku 2021;
6. sprawozdanie Rady Nadzorczej o wynagrodzeniach Członków Zarządu oraz Rady Nadzorczej w spółce Polenergia S.A.
7. raport niezależnego biegłego rewidenta z wykonania usługi dającej racjonalną pewność w zakresie oceny sprawozdania o wynagrodzeniach.

Transmission of the General Shareholders’ Meeting

The Management Board of Polenergia S.A. (“Issuer”), acting pursuant to Par. 19(1)(12) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information provided by issuers of securities and terms for deeming information required under legal provisions of a country which is not a member state equivalent (Polish Journal of Laws [Dz.U.] of 2018, item 757) in relation to Art. 428 Par. 6 of the Polish Code of Commercial Companies, hereby submits responses to the Shareholder’s questions submitted in relation to the Ordinary General Shareholders’ Meeting of the Issuer convened at 18 June 2021.

The Management Board of Polenergia Spółka Akcyjna with its registered office in Warsaw (“Company”), pursuant to Art. 399 Par. 1, in relation to Art. 395 Par. 1 of the Polish Code of Commercial Companies, hereby convenes the Ordinary General Shareholders’ Meeting of the Company.

The Ordinary General Shareholders’ Meeting of the Company shall take place on 18 June 2021 at noon. The Meeting shall be held in Warsaw, in the Company’s registered office at ul. Krucza 24/26.

Attachments:

1. announcement on convening the General Shareholders’ Meeting;
2. draft resolutions of the General Shareholders’ Meeting;
3. information about the total number of shares and votes;
4. power-of-attorney templates;
5. regulations on remote participation in the General Shareholders’ Meeting with the use of electronic communication;
6. report of the Supervisory Board on remuneration of the Management Board and the Supervisory Board members in Polenergia S.A.;
7. report of independent chartered account from performance of a service providing reasonable assurance with respect to the audit of the remuneration report.

The Management Board of Polenergia S.A. (“Issuer”) in reference to current report No. 21/2021 of 22 May 2021, hereby reports changes in the agenda of the Ordinary General Shareholders’ Meeting of the Issuer convened at 18 June 2021 made as a result of requests of the Issuer’s shareholders: BIF IV Europe Holdings Limited with its registered office in London and Mansa Investments Sp. z o.o. with its registered office in Warsaw, Poland (hereinafter jointly “Shareholders”).
Changes in the agenda consist in introduction of new items:

1. adoption of a resolution on appointment of Mr. Grzegorz Stanisławski to the Supervisory Board;
2. adoption of a resolution on dismissal of Ms. Marjolein Helder from the Supervisory Board.
3. adoption of a resolution on appointment of Mr. Ignacio Paz-Ares Aldanondo to the Supervisory Board;
4. adoption of a resolution on appointment of Mr. Thomas Joseph O’Brien to the Supervisory Board;
5. adoption of a resolution on amendments in the Company’s Articles of Association for the purpose of authorising the Company’s Management Board to increase the share capital as part of the target capital along with the possibility of excluding, by the Company’s Management Board, of the pre-emptive right to shares issued as part of the target capital fully or in part upon the approval of the Company’s Supervisory Board;
6. adoption of a resolution on amendments in the Company’s Articles of Association;
7. adoption of a resolution on amendments in the Company’s Articles of Association pertaining to granting, to Mansa Investments Sp. z o.o. and BIF IV Europe Holdings Limited, of personal rights to appoint members of the Company’s Management Board and the Supervisory Board and amendments in other provisions of the Company’s Articles of Association.

The change above was made pursuant to Art. 401 Par. 1 and Par. 2 of the Polish Code of Commercial Companies.

The new agenda of the Ordinary General Shareholders’ Meeting, the content of draft resolutions, the comparison of hitherto applicable provisions of the articles of association and the designed changes and a draft opinion of the Issuer’s Management Board on authorisation for the Management Board with respect to the exclusion of the pre-emptive right fully or in part upon the consent of the Supervisory Board constitutes schedules hereto.

The Management Board of Polenergia S.A. (“Issuer”) acting pursuant to Par. 19(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information provided by issuers of securities and terms for deeming information required under legal provisions of a country which is not a member state equivalent (Polish Journal of Laws [Dz.U.] of 2018, No. item 757) and in reference to current reports No. 21/2021, 22/2021, 24/2021 and 25/2021, hereby reports that on 11 June 2021, it received a request from shareholders jointly controlling the Issuer, i.e. Mansa Investments Sp. z o.o. and BIF IV Europe Holdings Limited (hereinafter jointly referred to as the “Shareholders”) pertaining to amendments in drafts of resolutions of the General Ordinary Shareholders’ Meeting convened at 18 June 2021 (hereinafter: “GSM”), (“Request”). The request was submitted pursuant to the provisions of Art. 401 Par. 4 of the Polish Code of Commercial Companies. The amendments proposed by the Shareholders refer to the resolution drafts concerning:

1. resolution on amendments in the Company’s Articles of Association for the purpose of authorising the Company’s Management Board to increase the share capital as part of the target capital along with the possibility of excluding, by the Management Board of the Company, of the pre-emptive right to shares issued as part of the target capital fully or in part upon the consent of the Supervisory Board: Section 18 of the agenda of the GSM;
2. resolutions on amendments in the Company’s Articles of Association: Section 19 of the agenda of the GSM;
3. resolution on amendments in the Company’s Articles of Association pertaining to granting the Shareholders individual rights to appoint members of the Management Board and the Supervisory Board of the Company and amendments in other provisions of the Company’s Articles of Association: Section 20 of the agenda of the GSM.

The drafts included in the Request replace the drafts submitted by the Shareholders in the request for inclusion of specific items in the agenda of the GSM of 28 May 2021.

The request, together with the proposals of amended resolution drafts and the opinion of the Issuer’s Management Board, constitute schedules hereto.

Legal basis: Par. 19(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information provided by issuers of securities and terms for deeming information required under legal provisions of a country which is not a member state equivalent (Polish Journal of Laws [Dz.U.] of 2018, item 757).

The Management Board of Polenergia S.A. (“Issuer”) acting pursuant to Par. 19(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information provided by issuers of securities and terms for deeming information required under legal provisions of a country which is not a member state equivalent (Polish Journal of Laws [Dz.U.] of 2018, No. item 757) and in reference to current reports No. 21/2021, 22/2021, 4/2021, 25/2021 and 27/2021, hereby reports that on 17 June 2021, it received a request of shareholders jointly controlling the Issuer, i.e. Mansa Investments Sp. z o.o. and BIF IV Europe Holdings Limited (hereinafter, jointly the “Shareholders”), pertaining to the changes in the resolution drafts of the Ordinary General Shareholders Meeting convened at 18 June 2021 (hereinafter: “GSM”), (“Request”). The request was submitted pursuant to the provisions of Art. 401 Par. 4 of the Polish Code of Commercial Companies. The amendments proposed by the Shareholders refer to the resolution drafts concerning:

1. resolutions on amendments in the Company’s Articles of Association: Section 19 of the agenda of the GSM;
2. resolution on amendments in the Company’s Articles of Association pertaining to granting the Shareholders individual rights to appoint members of the Management Board and the Supervisory Board of the Company and amendments in other provisions of the Company’s Articles of Association: Section 20 of the agenda of the GSM.

The drafts contained in the Request replace the resolutions pertaining to the amendments in the Company’s Articles of Association and the resolution pertaining to the granting of personal rights to the Shareholders to appoint members of the Management Board and the Supervisory Board and amendments of other provisions of the Company’s Articles of Association submitted by the Shareholders in the request for inclusion of specific items in the agenda of the GSM of 11 June 2021.

The request along with the proposal of amended resolution drafts forms a schedule hereto.

Legal basis: Par. 19(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information provided by issuers of securities and terms for deeming information required under legal provisions of a country which is not a member state equivalent (Polish Journal of Laws [Dz.U.] of 2018, item 757).

The Management Board of Polenergia Spółka Akcyjna with its registered office in Warsaw (“Company”), pursuant to Art. 399 Par. 1, Art. 395 Par. 1 and Art. 4065 of the Polish Code of Commercial Companies and the Regulations of remote participation in the General Shareholders’ Meeting with the use of electronic communication, adopted via Resolution of the Company’s Supervisory Council, hereby convenes the on-line Ordinary General Shareholders’ Meeting.

The Ordinary General Shareholders’ Meeting of the Company shall take place on 19 May 2020 at 11.00 a.m. The Meeting shall be held in Warsaw, in the Company’s registered office at ul. Krucza 24/26.

Attachments:

1. announcement on convening the General Shareholders’ Meeting;
2. draft resolutions of the General Shareholders’ Meeting;
3. information about the total number of shares and votes;
4. power-of-attorney templates;
5. regulations on remote participation in the General Shareholders’ Meeting with the use of electronic communication.

Recorded session