General Meetings

Transmission of session of the Annual General Meeting of the Company convened for 19 June 2024

The Management Board of the company under the business name of Polenergia S.A. (“Company”), acting pursuant to Article 399 § 1 in connection with Article 395, Article 4021 and Article 4022 of the Code of Commercial Companies, hereby convenes the Annual General Meeting of the Company for 19 June 2024, which will start at 12:00 p.m. at the Company’s registered office at 24/26 Krucza Street, 00-526 Warsaw (conference room, 4th floor).

Attachments:

1) the announcement of the Company’s Management Board on the convening of the Annual General Meeting;
2) draft resolutions of the Annual General Meeting with justification;
3) information on the total number of shares and votes;
4) specimens of powers of attorney;
5) forms allowing for the exercise of voting rights by a proxy;
6) report of the Supervisory Board of Polenergia S.A. with its registered office in Warsaw on the activities of the Supervisory Board in 2023, including a report on the assessment of the Company’s financial statements for 2023, the Management Board’s report on the Company’s activities in 2023 and the Management Board’s proposal on the allocation of profit for 2023;
7) a report of the Supervisory Board on the remuneration of Members of the Management Board and the Supervisory Board of Polenergia S.A.;
8) report of the independent auditor on the evaluation of the report on remuneration;
9) Bylaws of the General Meeting of Polenergia S.A. – the proposed new wording;
10) Remuneration Policy for Members of the Management Board and Supervisory Board of Polenergia S.A. – consolidated text;
11) information clause on personal data protection.

Transmission of session of the Extraordinary General Shareholders’ Meeting convened for 13 March 2024

The Management Board of the company under the name Polenergia S.A. (the “Company”), acting pursuant to Article 398, Article 399 § 1 and Article 402 1 of the Polish Code of Commercial Partnerships and Companies, hereby convenes an Extraordinary General Meeting of the Company to be held on 13 March 2024 at 12:00 noon  at the Company’s registered office at  Ul. Krucza 24/26 in Warsaw (24/26 Krucza Street, 00-526 Warsaw) (conference room, 4th floor).

The full text of the notice convening the Extraordinary General Meeting is enclosed  to this current report.

Enclosures:

• announcement of the Management Board of the Company on convening the Extraordinary General Meeting;
• draft resolutions of the Extraordinary General Meeting;
• opinion of the Company’s Management Board justifying the reasons for authorising the Management Board to waive the pre-emptive rights of existing shareholders in whole or in part with the consent of the Company’s Supervisory Board and the manner of determining the issue price of the Company’s shares in connection with the authorisation of the Company’s Management Board to increase the Company’s share capital within the target capital;
• proposed amendments to the Company’s Articles of Association;
• information on the total number of shares and votes;
• specimens of powers of attorney;
• forms allowing the exercise of voting rights by proxy;
• personal data protection information clause.

Legal basis: § 19(1) (1) and (2) of the Regulation of the Polish Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws applicable in a non-member state.

Transmission of the General Shareholders’ Meeting

The Management Board of the Company operating under the business name of Polenergia Spółka Akcyjna with its registered office in Warsaw, Poland (“Company”), acting pursuant to Art. 398 and Art. 399 Par.1 of the Polish Code of Commercial Companies, hereby convenes the Extraordinary General Shareholders’ Meeting of the Company.

The Extraordinary General Shareholders’ Meeting of the Company shall take place on 3 April 2023 at 12.00 in the premises at ul. Krucza 24/26, 00-526 Warsaw (conference room, 4th floor).

Attachments:

1. Announcement of the Company’s Management Board on convening the Extraordinary General Shareholders’ Meeting;
2. Draft resolutions of the Extraordinary General Shareholders’ Meeting along with justification;
3. Remuneration Policy of Members of the Management Board and Supervisory Board in Polenergia S.A.(uniform text including the proposed changes);
4. Proposed amendments in the Company’s Articles of Association;
5. Information about the total number of shares and votes;
6. Templates of power-of-attorney;
7. Forms authorising the attorney-in-fact to exercise the voting right;
8. Information clause on personal data protection.

Legal basis:§ 19(1)(1) and (2) 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.

Transmission of the General Shareholders’ Meeting

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